HEALTHSOUTH CORP
TERM LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>wil418132.txt
<DESCRIPTION>TERM LOAN AGREEMENT
<TEXT>

                                                                    Exhibit 10


                                                                EXECUTION COPY



===============================================================================





                            TERM LOAN AGREEMENT


                                dated as of

                               June 15, 2005

                                   among

                          HEALTHSOUTH CORPORATION,


                         The Lenders Party Hereto,


                         JPMORGAN CHASE BANK, N.A.,
                          as Administrative Agent,

                                    and


                       CITICORP NORTH AMERICA, INC.,
                           as Syndication Agent,


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



 J.P. MORGAN SECURITIES INC.                    CITIGROUP GLOBAL MARKETS INC.
                 as Co-Lead Arrangers and Joint Bookrunners
===============================================================================

<PAGE>



                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                 ARTICLE I

                                Definitions


SECTION 1.01.         Defined Terms............................................1


SECTION 1.02.         Classification of Loans and Borrowings..................26


SECTION 1.03.         Terms Generally.........................................26


SECTION 1.04.         Accounting Terms; GAAP..................................27


SECTION 1.05.         Senior Debt Status......................................27


                                 ARTICLE II

                                The Credits


SECTION 2.01.         Loans...................................................28


SECTION 2.02.         Loans and Borrowings....................................28


SECTION 2.03.         Interest Elections......................................28


SECTION 2.04.         Termination of Commitments..............................29


SECTION 2.05.         Repayment of Loans; Evidence of Debt....................30


SECTION 2.06.         Prepayment of Loans.....................................30


SECTION 2.07.         Fees....................................................31


SECTION 2.08.         Interest................................................31


SECTION 2.09.         Alternate Rate of Interest..............................32


SECTION 2.10.         Increased Costs.........................................32


SECTION 2.11.         Break Funding Payments..................................33


SECTION 2.12.         Taxes...................................................34


SECTION 2.13.         Payments Generally; Pro Rata Treatment; Sharing
                      of Setoffs..............................................35


SECTION 2.14.         Mitigation Obligations; Replacement of Lenders..........37


                                ARTICLE III

                       Representations and Warranties


SECTION 3.01.         Organization and Authority..............................38


SECTION 3.02.         Execution; No Conflicts.................................38


SECTION 3.03.         Solvency................................................39


SECTION 3.04.         Subsidiaries............................................39


SECTION 3.05.         Ownership Interests.....................................39


SECTION 3.06.         Financial Condition.....................................39


SECTION 3.07.         Title to Properties.....................................40


SECTION 3.08.         Taxes...................................................40


SECTION 3.09.         Other Agreements........................................40


SECTION 3.10.         Litigation..............................................41


SECTION 3.11.         Use of Proceeds; Margin Stock...........................41


SECTION 3.12.         Investment and Holding Company Status...................41


SECTION 3.13.         Intellectual Property...................................42


SECTION 3.14.         No Untrue Statement.....................................42


SECTION 3.15.         No Consents, Etc........................................42


SECTION 3.16.         ERISA...................................................42


SECTION 3.17.         No Default..............................................42


SECTION 3.18.         Environmental Matters...................................42


SECTION 3.19.         Employment Matters......................................43


SECTION 3.20.         Reimbursement from Third Party Payors...................43


SECTION 3.21.         Compliance with Laws....................................43


SECTION 3.22.         Insurance...............................................43


SECTION 3.23.         Status of Obligations...................................44


                                 ARTICLE IV

                                 Conditions


                                 ARTICLE V

                           Affirmative Covenants


SECTION 5.01.         Financial Statements, Reports, Etc......................45


SECTION 5.02.         Maintain Properties.....................................48


SECTION 5.03.         Existence, Qualification, Etc...........................48


SECTION 5.04.         Regulations and Obligations.............................49


SECTION 5.05.         Insurance...............................................49


SECTION 5.06.         True Books..............................................49


SECTION 5.07.         Right of Inspection.....................................50


SECTION 5.08.         Observe All Laws........................................50


SECTION 5.09.         Governmental Licenses...................................50


SECTION 5.10.         Notice of Material Events...............................50


SECTION 5.11.         Suits or Other Proceedings..............................50


SECTION 5.12.         Notice of Discharge of Hazardous Material or
                      Environmental Complaint.................................51


SECTION 5.13.         Ratings.................................................51


                                 ARTICLE VI

                             Negative Covenants


SECTION 6.01.         Leverage Ratio..........................................51

SECTION 6.02.         Indebtedness; Subsidiary Preferred Stock................51


SECTION 6.03.         Disposition of Assets...................................53


SECTION 6.04.         Fundamental Changes.....................................53


SECTION 6.05.         Liens...................................................54


SECTION 6.06.         Restrictive Agreements..................................55


SECTION 6.07.         Restricted Payments; Certain Prepayments of
                      Indebtedness............................................55


SECTION 6.08.         Compliance with ERISA...................................56


SECTION 6.09.         Fiscal Year.............................................57


SECTION 6.10.         Dissolution, etc........................................57


SECTION 6.11.         Transactions with Affiliates............................57


SECTION 6.12.         Sale and Leaseback Transactions.........................58


SECTION 6.13.         Swap Agreements.........................................58


SECTION 6.14.         Management Contracts....................................58


SECTION 6.15.         Use of Proceeds.........................................59


SECTION 6.16.         Amendment of Material Agreements........................59


SECTION 6.17.         Capital Expenditures....................................59


                                ARTICLE VII

                             Events of Default


                                ARTICLE VIII

                          The Administrative Agent


                                 ARTICLE IX

                               Miscellaneous


SECTION 9.01.         Notices.................................................64


SECTION 9.02.         Waivers; Amendments.....................................65


SECTION 9.03.         Expenses; Indemnity; Damage Waiver......................66


SECTION 9.04.         Successors and Assigns..................................67


SECTION 9.05.         Survival................................................70


SECTION 9.06.         Counterparts; Integration; Effectiveness................71


SECTION 9.07.         Severability............................................71


SECTION 9.08.         Right of Setoff.........................................71


SECTION 9.09.         Governing Law; Jurisdiction; Consent to Service
                      of Process..............................................72


SECTION 9.10.         WAIVER OF JURY TRIAL....................................72


SECTION 9.11.         Headings................................................73


SECTION 9.12.         Confidentiality.........................................73


SECTION 9.13.         Additional Agents.......................................73


SECTION 9.14.         Patriot Act.............................................74


SCHEDULES:

Schedule 1.01A       --  Indentures
Schedule 1.01B       --  Existing Indebtedness
Schedule 1.01C       --  Specified Properties
Schedule 2.01        --  Commitments and Term Loan Amounts
Schedule 3.04        --  Subsidiaries
Schedule 3.05        --  Ownership Interests
Schedule 3.06        --  Financial Condition
Schedule 3.09        --  Other Agreements
Schedule 3.10        --  Litigation
Schedule 3.13        --  Intellectual Property
Schedule 3.18        --  Environmental Matters
Schedule 3.19        --  Employment Matters
Schedule 3.21        --  Compliance with Laws
Schedule 6.05        --  Liens
Schedule 6.06        --  Restrictive Agreements


EXHIBITS:

Exhibit A     --  Form of Assignment and Assumption
Exhibit B     --  Form of Monthly Financial Package
Exhibit C     --  Form of Opinion of Borrower's Outside Counsel


<PAGE>

                  TERM LOAN AGREEMENT dated as of June 15, 2005 (this
"Agreement"), among HEALTHSOUTH CORPORATION; the LENDERS party hereto;
JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITICORP NORTH AMERICA,
INC., as Syndication Agent.

                  The Borrower has requested that the Lenders agree to make
senior unsecured term loans in an aggregate principal amount of
$200,000,000, the proceeds of which will be used to refinance the 2005
Notes (such term and each other capitalized term used and not otherwise
defined herein having the meaning assigned to it in Section 1.01) and to
pay fees and expenses related to the Loans.

                  The parties hereto agree as follows:


                                 ARTICLE I

                                Definitions

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base
Rate.

                  "Acceptable Appraiser" means an investment banking firm
or other valuation consultant mutually acceptable to the Borrower and the
Administrative Agent and not an Affiliate of the Borrower or the
Administrative Agent; provided, however, in the event the Borrower and the
Administrative Agent are unable to agree on an Acceptable Appraiser, then
each of the Borrower and the Administrative Agent shall select their own
investment banking firm or valuation consultant, and each such investment
banking firm or other valuation consultant shall select an Acceptable
Appraiser; provided, further, that in the event either the Borrower or the
Administrative Agent do not make such selection at least 15 days prior to
the date the applicable financial statements are due pursuant to Section
5.01(a)(ii) or 5.01(a)(iii), the selection by the other Person shall be the
Acceptable Appraiser.

                  "Acquired Indebtedness" means (i) with respect to any
Person that becomes a Subsidiary after the Effective Date, Indebtedness of
such Person and its subsidiaries existing at the time such Person becomes a
Subsidiary and (ii) with respect to the Borrower or any Subsidiary, any
Indebtedness assumed by the Borrower or any Subsidiary in connection with
the acquisition of an asset from another Person, in each case to the extent
such Indebtedness was not created in contemplation of such Person becoming
a Subsidiary or such acquisition.

                  "Adjusted Consolidated EBITDA" of any Person means, (a)
with respect to any period ending on or prior to the Audit Report Date, the
"EBITDA after Minority Interest" for each month ending during such period
as specified in the Monthly Financial Package for such month, and (b) with
respect to any period ending after the Audit Report Date, Consolidated Net
Income, plus the sum of (i) Consolidated Income Tax Expense, (ii)
Consolidated Depreciation Expense, (iii) Consolidated Amortization Expense,
(iv) Consolidated Interest Expense, (v) all other unusual non-cash items or
non-recurring non-cash items reducing Consolidated Net Income of such
Person and its subsidiaries, determined on a consolidated basis in
accordance with GAAP, provided, that cash expenditures, to the extent made
in respect of charges referred to in this clause (v) that are incurred
after June 30, 2005, shall be deducted in determining Adjusted Consolidated
EBITDA for the period during which such expenditures are made, and (vi) all
restructuring charges of the type indicated in the Monthly Financial
Package for any fiscal quarter period ending on or prior to June 30, 2005,
and any restructuring charges in respect of legal fees associated with the
class-action and shareholder derivative litigation disclosed on Schedule
3.10 for any fiscal quarter period ending after June 30, 2005, in each case
determined on a consolidated basis in accordance with GAAP, and less all
non-cash items to the extent increasing Consolidated Net Income of such
Person and its subsidiaries, determined on a consolidated basis in
accordance with GAAP, in each case, for such Person's prior four full
fiscal quarters for which financial results have been reported immediately
prior to the determination date.

                  "Adjusted LIBO Rate" means, with respect to any
Eurodollar Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate.

                  "Administrative Agent" means JPMorgan Chase Bank, N.A.,
in its capacity as administrative agent for the Lenders hereunder.

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

                  "Affiliate" means, with respect to a specified Person,
another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control
with the Person specified.

                  "Affiliate Transaction" has the meaning assigned to such
term in Section 6.11.

                  "Agent/Arranger Parties" has the meaning assigned to such
term in Section 9.03.

                  "Alternate Base Rate" means, for any day, a rate per
annum equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

                   "Applicable Rate" means, for any day, (a) with respect
to any ABR Loan, 4.00% per annum, and (b) with respect to a Eurodollar
Loan, 5.00% per annum.

                   "Approved Fund" has the meaning assigned to such term in
Section 9.04(b).

                  "Asset Sale" for any Person means the sale, conveyance or
other disposition (including, by merger or consolidation, and whether by
operation of law or otherwise) of any of that Person's assets (including,
the sale or other disposition of Capital Stock of any subsidiary of such
Person, whether by such Person or by such subsidiary), whether owned on the
Effective Date or subsequently acquired, in one transaction or a series of
related transactions, in which such Person and/or its subsidiaries sell,
lease, convey or otherwise dispose of: (i) all or substantially all of the
Capital Stock of any of such Person's subsidiaries; (ii) assets which
constitute all or substantially all of any division or line of business of
such Person or any of its subsidiaries; (iii) accounts receivable of such
Person or (iv) any other assets of such Person or any of its subsidiaries
other than inventory and supplies in the ordinary course of business;
provided, however, that the following shall not constitute Asset Sales: (a)
transactions between the Borrower and any of its Subsidiaries or among such
Subsidiaries; (b) any Restricted Payment permitted by Section 6.07 or any
Permitted Investment; (c) the creation of any Lien permitted by Section
6.05; (d) sales of damaged, worn-out, or obsolete equipment or assets that,
in the Borrower's reasonable judgment, are no longer either used or useful
in the business of the Borrower or any Subsidiary or (e) sales of other
assets so long as the aggregate consideration received in any such sale or
series of related sales does not exceed the greater of $1,000,000 and 1% of
Consolidated Tangible Assets of the Borrower as of the end of the most
recent fiscal quarter for which financial statements of the Borrower have
been delivered after the Audit Report Date under Section 5.01(a)(ii) or
5.01(a)(iii).

                  "Assignment and Assumption" means an assignment and
assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 9.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent.

                  "Attributable Indebtedness" when used with respect to any
Sale and Leaseback Transaction means, as at the time of determination, the
present value (discounted at a rate equivalent to the interest rate
implicit in the lease, compounded on a semiannual basis) of the total
obligations of the lessee for rental payments, after excluding all amounts
required to be paid on account of maintenance and repairs, insurance,
taxes, utilities and other similar expenses payable by the lessee pursuant
to the terms of the lease, during the remaining term of the lease included
in any such Sale and Leaseback Transaction or until the earliest date on
which the lessee may terminate such lease without penalty or upon payment
of a penalty (in which case the rental payments shall include such
penalty); provided, that the Attributable Indebtedness with respect to a
Sale and Leaseback Transaction shall be no less than the fair market value
of the property subject to such Sale and Leaseback Transaction; and
provided; further; that, with respect to the Borrower or any Subsidiary,
the Attributable Indebtedness incurred in connection with the Digital
Hospital Transaction shall be limited to Indebtedness incurred on a
recourse basis by the Borrower or a Subsidiary (other than a Joint Venture
formed for the purpose of owning, running, operating or managing the
Digital Hospital) or Indebtedness with respect to which the Borrower or any
Subsidiary is otherwise liable on a recourse basis.

                  "Audit Report Date" means the date on which the Borrower
shall deliver to the Administrative Agent, and file with the SEC, the
audited financial statements for three or more consecutive Fiscal Years,
the last of which ends on December 31, 2003.

                  "Board" means the Board of Governors of the Federal
Reserve System of the United States of America.

                  "Board of Directors" means, with respect to any Person,
the board of directors or similar governing body of such Person or any duly
authorized committee thereof.

                  "Borrower" means HealthSouth Corporation, a Delaware
corporation.

                  "Borrowing" means Loans of the same Type made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to
which a single Interest Period is in effect.

                  "Business Day" means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also
exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

                  "Capital Expenditures" means, for any period, without
duplication, (a) the additions to property, plant and equipment and other
capital expenditures of the Borrower and the Subsidiaries that are (or
would be) set forth in a consolidated statement of cash flows of the
Borrower for such period prepared in accordance with GAAP and (b)
Capitalized Lease Obligations incurred by the Borrower and the Subsidiaries
during such period.

                  "Capital Stock" of any Person means any and all shares,
rights to purchase, warrants or options (whether or not currently
exercisable), participation or other equivalents of or interest in (however
designated) the equity (including common stock, Preferred Stock and
partnership, joint venture and limited liability company interests) of such
Person (excluding any debt securities that are convertible into, or
exchangeable for, such equity).

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "Change in Law" means (a) the adoption of any law, rule
or regulation after the Effective Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any
Governmental Authority after the Effective Date or (c) compliance by any
Lender (or, for purposes of Section 2.10(b), by any lending office of such
Lender or by such Lender's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Effective Date.

                  "Change of Control" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any person
or group (within the meaning of the Exchange Act), of Capital Stock
representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding Capital Stock of the Borrower;
(b) if, during any period of up to 24 consecutive months, commencing on the
Effective Date, individuals who at the beginning of such period (together
with any new directors whose election or whose nomination for election by
the stockholders was approved by a vote of 66- ?% of the directors then
still in office who were either directors at the beginning of such period
or whose election or nomination was previously so approved) were directors
of the Borrower shall cease for any reason (other than the death,
disability or retirement of an officer of the Borrower that is serving as a
director at such time so long as another officer of the Borrower replaces
such Person as a director) to constitute a majority of the Board of
Directors of the Borrower; (c) the acquisition of direct or indirect
Control of the Borrower by any Person or group; or (d) any other event that
constitutes a "change of control" or similar event, however denominated,
under the Senior Subordinated Credit Agreement or any other agreement or
instrument evidencing or governing any Material Indebtedness.

                  "CLO" has the meaning assigned to such term in Section
9.04(b).

                  "CMS" means the Centers for Medicare and Medicaid
Services and any successor thereto.

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

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make a Loan to the Borrower on the Effective
Date pursuant to Section 2.01, in an aggregate principal amount equal to
the amount set forth opposite such Lender's name on Schedule 2.01. The
aggregate amount of all Commitments on the Effective Date is $200,000,000.

                  "Common Equity" of any Person means all Capital Stock of
such Person that is generally entitled to (i) vote in the election of
directors of such Person or (ii) if such Person is not a corporation, vote
or otherwise participate in the selection of the governing body, partners,
managers or others that will control the management and policies of such
Person.

                  "Consolidated Amortization Expense" of any Person for any
period means the amortization expense of such Person and its subsidiaries
for such period (to the extent included in the computation of Consolidated
Net Income of such Person), determined on a consolidated basis in
accordance with GAAP.

                  "Consolidated Current Liabilities" of any Person on any
date means the consolidated current liabilities (other than the short-term
portion of any long-term Indebtedness of such Person and its subsidiaries
and any short-term Indebtedness of such Person and its subsidiaries) of
such Person and its subsidiaries, as such amount would appear on a
consolidated balance sheet of such Person and its subsidiaries prepared as
of such date in accordance with GAAP.

                  "Consolidated Depreciation Expense" of any Person means
the depreciation expense of such Person and its subsidiaries for such
period (to the extent included in the computation of Consolidated Net
Income of such Person), determined on a consolidated basis in accordance
with GAAP.

                  "Consolidated EBITDA" of any Person means, with respect
to any determination date, Consolidated Net Income, plus (i) Consolidated
Income Tax Expense, plus (ii) Consolidated Depreciation Expense, plus (iii)
Consolidated Amortization Expense, plus (iv) Consolidated Interest Expense,
plus (v) all other unusual non-cash items or non-recurring non-cash items
reducing Consolidated Net Income of such Person and its subsidiaries,
determined on a consolidated basis in accordance with GAAP, provided, that
cash expenditures, to the extent made in respect of charges referred to in
this clause (v) that are incurred after June 30, 2005, shall be deducted in
determining Consolidated EBITDA for the period during which such
expenditures are made, and less all non-cash items increasing Consolidated
Net Income of such Person and its subsidiaries, determined on a
consolidated basis in accordance with GAAP, in each case, for such Person's
prior four full fiscal quarters for which financial results have been
reported immediately prior to the determination date.

                  "Consolidated Income Tax Expense" means, for any Person
for any period, the provision for taxes based on income and profits of such
Person and its subsidiaries to the extent such provision for income taxes
was deducted in computing Consolidated Net Income of such Person for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" of any Person for any
period means, without duplication, (i) the interest expense of such Person
and its subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, plus (ii) (to the extent not otherwise included
within the definition of interest expense as imputed interest) one-third of
the rental expense on Attributable Indebtedness of such Person for such
period determined on a consolidated basis, plus (iii) the dividend
requirements of such Person and its subsidiaries with respect to
Disqualified Stock and with respect to all other Preferred Stock of
subsidiaries of such Person (in each case whether in cash or otherwise
(except dividends payable to the Borrower or the Subsidiaries and except
for dividends payable solely in shares of Capital Stock (other than
Disqualified Stock) of such Person or such subsidiary)) paid, accrued or
accumulated during such period times a fraction the numerator of which is
one and the denominator of which is one minus then effective consolidated
Federal, state and local tax rate of such Person, expressed as a decimal.

                  "Consolidated Net Assets" of any Person on any date means
the excess of Consolidated Total Assets of such Person over Consolidated
Current Liabilities of such Person.

                  "Consolidated Net Income" of any Person for any period
means the net income (or loss) of such Person and its subsidiaries for such
period determined on a consolidated basis in accordance with GAAP; provided
that there shall be excluded from such net income (to the extent otherwise
included therein), without duplication: (i) the net income (or loss) of any
Person (other than a subsidiary of the referent Person) in which any Person
other than the referent Person has an ownership interest, except to the
extent that any such income has actually been received by the referent
Person or any of its Subsidiaries in the form of dividends or similar
distributions during such period; (ii) except to the extent includable in
the consolidated net income of the referent Person pursuant to the
foregoing clause (i), the net income (or loss) of any Person that accrued
prior to the date that (a) such Person becomes a subsidiary of the referent
Person or is merged into or consolidated with the referent Person or any of
its subsidiaries or (b) the assets of such Person are acquired by the
referent Person or any of its subsidiaries; (iii) the net income of any
subsidiary of the referent Person (other than a Subsidiary) to the extent
that the declaration or payment of dividends or similar distributions by
such subsidiary of that income is not permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that subsidiary
during such period; (iv) any gain (or loss), together with any related
provisions for taxes on any such gain, realized during such period by the
referent Person or any of its subsidiaries upon (a) the acquisition of any
securities, or the extinguishment of any Indebtedness, of the referent
Person or any of its subsidiaries or (b) any Asset Sale by the referent
Person or any of its subsidiaries; (v) any extraordinary gain or
extraordinary loss, together with any related provision for taxes or tax
benefit resulting from any such extraordinary gain or extraordinary loss,
realized by the referent Person or any of its subsidiaries during such
period and (vi) in the case of a successor to such Person by consolidation,
merger or transfer of its assets, any earnings of the successor prior to
such merger, consolidation or transfer of assets.

                  "Consolidated Net Worth" of any Person as of any date
means the stockholders' equity (including any Preferred Stock that is
classified as equity under GAAP, other than Disqualified Stock) of such
Person and its subsidiaries (excluding any equity adjustment for foreign
currency translation for any period subsequent to the Effective Date) on a
consolidated basis at such date, as determined in accordance with GAAP,
less all write-ups subsequent to the Effective Date in the book value of
any asset owned by such Person or any of its subsidiaries.

                  "Consolidated Tangible Assets" of any Person as of any
date means the total assets of such Person and its subsidiaries (excluding
any assets that would be classified as "intangible assets" under GAAP) on a
consolidated basis at such date, as determined in accordance with GAAP,
less all write-ups subsequent to the Effective Date in the book value of
any asset owned by such Person or any of its subsidiaries.

                  "Consolidated Total Assets" of any Person as of any date
means the consolidated total assets of such Person and its subsidiaries, as
such amount would appear on a consolidated balance sheet of such Person and
its subsidiaries prepared as of such date in accordance with GAAP.

                  "Consolidated Total Indebtedness" of any Person as of any
date means the sum of all Indebtedness (including Capitalized Lease
Obligations but excluding (a) Indebtedness under clause (iv) of the
definition thereof and (b) contingent reimbursement obligations in respect
of the undrawn amounts of letters of credit) of such Person and its
subsidiaries on a consolidated basis; provided, however, that for purposes
of calculating "Consolidated Total Indebtedness" of the Borrower, the
amount of Indebtedness evidenced by any Settlement Note shall be determined
on a present value basis by reference to a valuation of such Indebtedness
obtained by an Acceptable Appraiser.

                  "Consolidated Total Revenue" of any Person as of any
period means the consolidated total revenues of such Person and its
subsidiaries for such period determined on a consolidated basis in
accordance with GAAP.

                  "Contract Provider" means any Person who provides
professional health care services under or pursuant to any contract,
agreement or other consensual arrangement with the Borrower or any
Subsidiary.

                  "Contribution Percentage" means, with respect to any
Lender, the percentage of the aggregate outstanding Loans represented by
such Lender's Loans. If there shall be no outstanding Loans, the
Contribution Percentages of the Lenders shall be determined based upon the
Loans most recently outstanding and in effect.

                  "Control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the day-to-day management
or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. "Controlling" and "Controlled" have
meanings correlative thereto.

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

                  "Digital Hospital" means the 219-bed acute care hospital
located on Highway 280 in Birmingham, Alabama, and certain adjacent land.

                  "Digital Hospital Transaction" means any sale, joint
venture, sale leaseback or other related financing transaction involving
the Digital Hospital.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole
or in part, on or prior to the Maturity Date.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Domestic Subsidiary" means any Subsidiary organized
under the laws of the United States or any State thereof or the District of
Columbia.

                  "Effective Date" means the date on which the conditions
specified in Article IV are satisfied (or waived in accordance with Section
9.02).

                   "Eligible Investments" of any Person means Investments
of such Person in:

                  (a) direct obligations of, or obligations the payment of
         which is guaranteed by, the United States of America or an
         interest in any trust or fund that invests solely in such
         obligations or repurchase agreements, properly secured, with
         respect to such obligations;

                  (b) direct obligations of agencies or instrumentalities
         of the United States of America having a rating of A or higher by
         S&P or A2 or higher by Moody's;

                  (c) a certificate of deposit issued by, or other
         interest-bearing deposits with, a bank having its principal place
         of business in the United States of America and having equity
         capital of not less than $250,000,000;

                  (d) a certificate of deposit issued by, or other
         interest-bearing deposits with, any other bank organized under the
         laws of the United States of America or any state thereof,
         provided that such deposit is either (i) insured by the Federal
         Deposit Insurance Corporation or (ii) properly secured by such
         bank by pledging direct obligations of the United States of
         America having a market value of not less than the face amount of
         such deposits;

                  (e) prime commercial paper maturing within 270 days of
         the acquisition thereof and, at the time of acquisition, having a
         rating of A-1 or higher by S&P or P-1 or higher by Moody's; or

                  (f) eligible banker's acceptances, repurchase agreements
         and tax-exempt municipal bonds having a maturity of less than one
         year, in each case having a rating of, or that is the full
         recourse obligation of a person whose senior debt is rated, A or
         higher by S&P or A2 or higher by Moody's.

                  "Employee Benefit Plan" means any "employee benefit
plan", as defined in Section 3(3) of ERISA (other than a Multiemployer
Plan), in respect of which the Borrower, any Subsidiary or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or
binding agreements issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, Release or threatened
Release of any Hazardous Material or to health and safety matters.

                  "Environmental Liability" means all liabilities,
obligations, damages, losses, claims, actions, suits, judgments, orders,
fines, penalties, fees, expenses and costs, (including administrative
oversight costs, natural resource damages and remediation costs), whether
contingent or otherwise, arising out of or relating to (a) compliance or
non-compliance with any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect
to any of the foregoing.

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

                  "ERISA Affiliate" means any trade or business (whether or
not incorporated) that, together with the Borrower or any Subsidiary, is
treated as a single employer under Section 414(b) or (c) of the Code or,
solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Pension Plan (other than an event for which the 30-day notice
period is waived); (b) the existence with respect to any Pension Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for
a waiver of the minimum funding standard with respect to any Pension Plan;
(d) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of
any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower, a Subsidiary or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Pension Plan or to appoint a trustee to
administer any Pension Plan; (f) the incurrence by the Borrower, a
Subsidiary or any ERISA Affiliate of any liability with respect to the
withdrawal or partial withdrawal from any Pension Plan or Multiemployer
Plan; or (g) the receipt by the Borrower, a Subsidiary or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term
in Article VII.

                  "Exchange Act" means the Securities and Exchange Act of
1934, as amended, and the rules and regulations promulgated by the SEC
thereunder.

                  "Excluded Indebtedness" means (a) the guarantee by the
Borrower in favor of UBS AG, Stamford Branch with respect to UBS AG,
Stamford Branch's $22,891,449 loan to medcenterdirect.com, Inc., (b)
$11,573,000 principal amount of 8.375% Convertible Senior Subordinated
Notes due 2015 of Greenery Rehabilitation Group, Inc. and (c) $6,311,000
principal amount of 6.50% Convertible Subordinated Debentures due 2011 of
Greenery Rehabilitation Group, Inc.

                  "Excluded Taxes" means, with respect to the
Administrative Agent or any Lender or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a)
income or franchise taxes imposed on (or measured by) its net income or net
worth by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending
office is located, (b) any branch profits taxes imposed by the United
States of America, (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.14(b)), any
withholding tax that is (i) imposed by the United States of America on
amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect
to such withholding tax pursuant to Section 2.12(a), or (ii) is
attributable to such Foreign Lender's failure to comply with Section
2.12(e) and (d) any Taxes imposed as a result of its gross negligence or
wilful misconduct.

                  "Existing Indebtedness" means all of the Indebtedness of
the Borrower and the Subsidiaries that is outstanding on the Effective
Date, as set forth on Schedule 1.01B.

                  "Facility" means an inpatient or outpatient
rehabilitation facility, certified outpatient rehabilitation facility,
skilled nursing facility, specialty medical center or facility, specialty
orthopedic hospital or acute care hospital, subacute inpatient facility,
transitional living center, medical office building, outpatient surgery
center or outpatient diagnostic center, with all buildings and improvements
associated therewith, that is owned or leased, in whole or in part, by the
Borrower or a Subsidiary.

                  "Fair Market Value" of any asset or items means the fair
market value of such asset or items as determined in good faith by the
Board of Directors of the Borrower or a Subsidiary, as applicable, and
evidenced by a resolution of such Board of Directors.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%)
of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized
standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "Fiscal Year" means the twelve month period ending on
December 31.

                  "Foreign Lender" means any Lender that is organized under
the laws of a jurisdiction other than that in which the Borrower is
located. For purposes of this definition, the United States of America,
each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

                  "Foreign Subsidiary" means any Subsidiary that is not a
Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, as from time to
time in effect.

                  "Governmental Authority" means the government of the
United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means
any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or obligation; provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course
of business.

                  "Hazardous Materials" shall mean (a) petroleum products
and byproducts, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other
ozone-depleting substances or (b) any chemical, material, substance, waste,
pollutant or contaminant that is prohibited, limited or regulated by or
pursuant to any Environmental Law.

                  "Indebtedness" of any Person as of any date means,
without duplication: (i) all indebtedness of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof); (ii) all obligations of such
Person evidenced by bonds, debentures, notes (including, in the case of the
Borrower, the Settlement Notes) or other similar instruments; (iii) all
obligations of such Person in respect of letters of credit or other similar
instruments (or reimbursement obligations with respect thereto); (iv) all
obligations of such Person with respect to any Swap Agreement; (v) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred
in the ordinary course of business; (vi) all Capitalized Lease Obligations
of such Person; (vii) all Indebtedness of others secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by such
Person; (viii) all Indebtedness of others Guaranteed by such Person to the
extent of such Guarantee; (ix) all Attributable Indebtedness of such
Person; (x) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances; (xi) all obligations, contingent or
otherwise, of such Person in respect of synthetic lease facilities; (xii)
all Securitization Transactions and (xiii) all Disqualified Stock of such
Person and its subsidiaries and all other Preferred Stock of such Person
and its subsidiaries valued at the greater of (a) the voluntary or
involuntary liquidation preference of such Disqualified Stock or such
Preferred Stock, as the case may be, and (b) the aggregate amount payable
upon purchase, redemption, defeasance or payment of such Disqualified Stock
or such Preferred Stock, as the case may be. The amount of Indebtedness of
any Person as of any date shall be the outstanding balance as of such date
of all unconditional obligations plus past due interest as described above,
the maximum liability of such Person for any such contingent obligations at
such date and, in the case of clause (vii), the amount of the Indebtedness
secured. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning assigned to such term in
Section 9.03(b).

                  "Indentures" means each of the indentures (including any
related supplemental indentures, directors' resolutions or officers'
certificates) in effect on the Effective Date governing Material
Indebtedness, which Indentures are listed on Schedule 1.01A hereto.

                  "Information" has the meaning assigned to such term in
Section 9.12.

                  "Information Memorandum" means the Confidential
Information Memorandum dated May, 2005 relating to the Borrower and the
Transactions.

                  "Interest Election Request" means a request by the
Borrower to convert or continue a Borrowing in accordance with Section
2.03.

                  "Interest Coverage Ratio" means the ratio of (a) Adjusted
Consolidated EBITDA of the Borrower to (b) Consolidated Interest Expense of
the Borrower, in each case for any period of four consecutive fiscal
quarters of the Borrower; provided, that (1) to the extent financial
statements delivered after the Audit Report Date under Section 5.01(a)(ii)
or 5.01(a)(iii) or delivered on the Audit Report Date or Supplemental Audit
Report Date are available with respect to any applicable fiscal quarters of
the Borrower, the Interest Coverage Ratio shall be determined based on such
financial statements and (2) otherwise, the Interest Coverage Ratio shall
be determined based on the Monthly Financial Packages delivered under
Section 5.01(a)(i).

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months' duration after the first day of
such Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as the Borrower may elect; provided,
that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business
Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a Eurodollar Borrowing that
commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month
of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Investments" of any Person means: (i) all investments by
such Person in any other Person in the form of loans, advances or capital
contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business); (ii) all
Guarantees of Indebtedness of any other Person by such Person; (iii) all
purchases (or other acquisitions for consideration) by such Person of
Indebtedness, Capital Stock or other securities of any other Person; and
(iv) all other items that would be classified as investments on a balance
sheet of such Person prepared in accordance with GAAP.

                  "Joint Venture" means any Person (other than a Subsidiary
of the Borrower) in which the Borrower or any Subsidiary owns an equity
interest directly or indirectly and at least a majority of whose revenues
result from healthcare related businesses or facilities.

                  "Lenders" means the Persons listed on Schedule 2.01 and
any other Person that shall have become a party hereto pursuant to an
Assignment and Assumption, other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Assumption.

                  "Leverage Ratio" means, at any date, the ratio of (a)
Consolidated Total Indebtedness of the Borrower on such date to (b)
Adjusted Consolidated EBITDA of the Borrower for the period of four
consecutive fiscal quarters of the Borrower ending on or most recently
prior to such date; provided, that (1) to the extent financial statements
delivered after the Audit Report Date under Section 5.01(a)(ii) or
5.01(a)(iii) or delivered on the Audit Report Date or Supplemental Audit
Report Date are available with respect to any applicable fiscal quarters of
the Borrower, the Leverage Ratio shall be determined based on such
financial statements and (2) otherwise, the Leverage Ratio shall be
determined based on the Monthly Financial Packages delivered under Section
5.01(a)(i).

                  "LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, the rate appearing on Page 3750 of the
Dow Jones Market Service (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time
for any reason, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000
and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

                  "Lien" means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or other similar encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other
title retention agreement, and any financing lease in the nature thereof,
and any filing of, or agreement to give, any financing statement (other
than notice filings not perfecting a security interest) under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

                  "Loan Documents" means this Agreement and any Note.

                  "Loans" means the loans made by the Lenders to the
Borrower pursuant to this Agreement.

                  "Margin Stock" means "margin stock" as defined in
Regulation U of the Board.

                  "Material Adverse Effect" means a material adverse effect
on (a) the business, assets, operations, properties or condition, financial
or otherwise, of the Borrower and the Subsidiaries, taken as a whole, (b)
the ability of the Borrower to perform any of its obligations under this
Agreement or (c) the rights or powers of or remedies available to the
Administrative Agent and the Lenders under this Agreement.

                  "Material Group" means any Subsidiary or group of
Subsidiaries (i) the book value of the net assets of which was greater than
5% of Consolidated Net Assets of the Borrower as of the last day of the
most recent fiscal period for which financial statements shall have been
delivered after the Audit Report Date pursuant to Section 5.01(a)(ii) or
5.01(a)(iii) (or, prior to the first delivery of such financial statements,
greater than 5% of Consolidated Net Assets of the Borrower as of the date
of the most recent financial statements referred to in Section 3.06), (ii)
the total revenues of which were greater than 5% of Consolidated Total
Revenue of the Borrower for the four-fiscal-quarter period ending on the
last day of the most recent fiscal period for which financial statements
shall have been delivered after the Audit Report Date pursuant to Section
5.01(a)(ii) or 5.01(a)(iii) (or, prior to the first delivery of such
financial statements, greater than 5% of Consolidated Total Revenue of the
Borrower for the four-fiscal-quarter period ending on the last day of the
most recent fiscal period set forth in the most recent financial statements
referred to in Section 3.06) or (iii) the Consolidated EBITDA of which was
greater than 5% of Consolidated EBITDA of the Borrower for the
four-fiscal-quarter period ending on the last day of the most recent fiscal
period for which financial statements shall have been delivered after the
Audit Report Date pursuant to Section 5.01(a)(ii) or 5.01(a)(iii) (or,
prior to the delivery of such financial statements, greater than 5% of
Consolidated EBITDA of the Borrower for the four-fiscal-quarter period
ending on the last day of the most recent fiscal period set forth in the
most recent financial statements referred to in Section 3.06). For purposes
of making the determinations required by this definition, assets, revenues
and EBITDA of Foreign Subsidiaries shall be converted into US dollars at
the rates used in preparing the financial statements of the Borrower which
shall have been delivered after the Audit Report Date pursuant to Section
5.01(a)(ii) or 5.01(a)(iii) (or, prior to the first delivery of such
financial statements, at the rates used in preparing the Borrower's most
recent financial statements referred to in Section 3.06).

                  "Material Indebtedness" means (a) Indebtedness under the
Indentures, the Senior Subordinated Credit Agreement or the Senior Secured
Credit Agreement and (b) other Indebtedness (other than the Loans, Letters
of Credit and the Excluded Indebtedness), or obligations in respect of one
or more Swap Agreements, of any one or more of the Borrower and the
Subsidiaries in an aggregate principal amount exceeding $25,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of
the obligations of the Borrower or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Swap Agreement were terminated at such time. For
the avoidance of doubt, the exclusion of Excluded Indebtedness from
Material Indebtedness shall not be deemed to constitute a waiver of, or
otherwise limit in any respect, the Lenders' rights under Article VII or
any other provision of this Agreement as a result of any event or condition
relating to Material Indebtedness, including any default with respect
thereto or acceleration thereof, resulting from or relating to the Excluded
Indebtedness.

                  "Maturity Date" means June 15, 2010.

                  "Medicaid Certification" means certification by CMS or a
state agency or entity under contract with CMS that a health care operation
is in compliance with all the conditions of participation set forth in the
Medicaid Regulations.

                  "Medicaid Provider Agreement" means an agreement entered
into between a state agency or other entity administering the Medicaid
program and a health care operation under which the health care operation
agrees to provide services for Medicaid patients in accordance with the
terms of the agreement and Medicaid Regulations.

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

                  "Medicare Certification" means certification by CMS or a
state agency or entity under contract with CMS that a health care operation
is in compliance with all the conditions of participation set forth in the
Medicare Regulations.

                  "Medicare Provider Agreement" means an agreement entered
into between a state agency or other entity administering the Medicare
program and a health care operation under which the health care operation
agrees to provide services for Medicare patients in accordance with the
terms of the agreement and Medicare Regulations.

                  "Medicare Regulations" means, collectively, all Federal
statutes (whether set forth in Title XVIII of the Social Security Act or
elsewhere) affecting the health insurance program for the aged and disabled
established by Title XVIII of the Social Security Act and any statutes
succeeding thereto, together with all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all Governmental Authorities
(including Health and Human Services ("HHS"), CMS, the Office of the
Inspector General for HHS, or any Person succeeding to the functions of any
of the foregoing) promulgated pursuant to or in connection with any of the
foregoing having the force of law, as each may be amended, supplemented or
otherwise modified from time to time.

                  "Model" has the meaning assigned to such term in Section
3.06(b).

                  "Monthly Financial Package" means, for any month
beginning with the month of July 2003, the financial information for such
month delivered or to be delivered by the Borrower to the Administrative
Agent, substantially in the form of the information provided in Exhibit B.

                  "Moody's" means Moody's Investors Service, Inc.

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

                  "Net Proceeds" means, with respect to any event, (a) the
cash proceeds received in respect of such event including (i) any cash
received in respect of any non-cash proceeds, but only as and when
received, (ii) in the case of a casualty, insurance proceeds, and (iii) in
the case of a taking under power of eminent domain or by condemnation or
similar event, any payments received in respect of such event net of (b)
the sum of (i) all fees and out-of-pocket expenses (including underwriting
discounts and commissions) paid by the Borrower and the Subsidiaries to
third parties (other than Affiliates) in connection with such event, (ii)
in the case of a sale, transfer or other disposition of an asset (excluding
pursuant to a Specified Sale and Leaseback Transaction, but including
pursuant to any other Sale and Leaseback Transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to
be made by the Borrower and the Subsidiaries as a result of such event to
repay Indebtedness (other than Loans) secured by such asset or otherwise
subject to mandatory prepayment as a result of such event, and (iii) the
amount of all taxes paid (or estimated in good faith to be payable) by the
Borrower and the Subsidiaries and the amount of any reserves established by
the Borrower and the Subsidiaries to fund contingent liabilities estimated
in good faith to be payable that are directly attributable to such event
(as determined reasonably and in good faith by a Financial Officer),
provided that on the date on which such reserve is no longer required to be
maintained, the remaining amount of such reserve shall then be deemed to be
Net Proceeds.

                  "Notes" means any promissory notes issued by the Borrower
pursuant to Section 2.05(e), as they may be amended, supplemented or
otherwise modified from time to time.

                  "Obligations" means (a) the due and punctual payment by
the Borrower of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and
(ii) all other monetary obligations of the Borrower under this Agreement
and each of the other Loan Documents, including obligations to pay fees,
expense reimbursement obligations and indemnification obligations, whether
primary, secondary, direct, contingent, fixed or otherwise, arising under
the Loan Documents (including monetary obligations incurred during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding).

                  "Officer's Certificate" means a certificate signed by a
Financial Officer in an official (and not individual) capacity; provided,
however, that every Officer's Certificate with respect to the compliance
with a condition precedent to the taking of any action under this Agreement
shall include (i) a statement that the Financial Officer making or giving
such Officer's Certificate has read such condition and any definitions or
other provisions contained in this Agreement relating thereto and (ii) a
statement as to whether, in the opinion of such Financial Officer, such
condition has been complied with.

                  "Opinion of Counsel" means a written opinion from legal
counsel in form and substance satisfactory to the Administrative Agent,
that complies with the requirements of this Agreement.

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

                  "Participant" has the meaning set forth in Section 9.04.

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

                  "Pension Plan" means any Employee Benefit Plan subject to
the provisions of Title IV or Section 302 of ERISA or Section 412 of the
Code. successor entity performing similar functions.

                  "Permitted Asset Sale" means the sale of a business unit
of the Borrower (i) identified to the Lenders in a letter of the Borrower
dated March 21, 2005, and with respect to which the Borrower has received
the Administrative Agent's prior written consent, (ii) at a sale price
representing a multiple of the EBITDA of such business unit that is at
least equal to the multiple set forth in such letter and (iii) at a sale
price at least equal to the Fair Market Value of such business unit.

                  "Permitted Investments" means: (i) capital contributions,
advances or loans to the Borrower by any Subsidiary or by the Borrower or
any Subsidiary to a Subsidiary; (ii) the acquisition and holding by the
Borrower and each of the Subsidiaries of receivables owing to the Borrower
and such Subsidiary, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade
terms; (iii) the acquisition and holding by the Borrower and the
Subsidiaries of cash and Eligible Investments; (iv) Investments in any
Person as a result of which such other Person becomes a Subsidiary or is
merged into or consolidated with or transfers all or substantially all of
its assets to the Borrower or any Subsidiary; (v) the making of an
Investment by the Borrower, directly or through a Wholly Owned Subsidiary,
in a Wholly Owned Subsidiary formed solely for the purpose of insuring the
healthcare business and facilities owned or operated by the Borrower or a
Subsidiary and any physician employed by or on the staff of any such
business or facility; provided that the amount invested in such Subsidiary
does not exceed $15,000,000; and (vi) any Investment arising from or in
connection with the transfer of assets made pursuant to the Digital
Hospital Transaction.

                  "Permitted Liens" means: (i) Liens for taxes, assessments
or governmental charges or claims that either (a) are not yet delinquent or
(b) are being contested in good faith by appropriate proceedings; (ii)
statutory Liens of landlords and carriers', warehousemen's, mechanics',
suppliers', materialmen's, repairmen's or other like Liens arising in the
ordinary course of business and with respect to amounts that either (a) are
not overdue by more than 30 days or (b) are being contested in good faith
by appropriate proceedings and as to which appropriate reserves or other
provisions have been made in accordance with GAAP; (iii) Liens (other than
any Lien imposed by ERISA) incurred or deposits due in the ordinary course
of business in connection with workers' compensation, unemployment
insurance and other types of social security; (iv) Liens incurred or
deposits made to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, progress payments, government
contracts and other obligations of like nature (exclusive of obligations
for the payment of Indebtedness), in each case, incurred in the ordinary
course of business; (v) attachment or judgment Liens not giving rise to a
Default or an Event of Default; (vi) easements, rights-of-way, restrictions
and other similar charges or encumbrances not interfering with the ordinary
conduct of the business of the Borrower or any Subsidiary; (vii) leases or
subleases granted to others not interfering with the ordinary conduct of
the business of the Borrower or any Subsidiary; (viii) Liens with respect
to any Acquired Indebtedness, provided that such Liens only extend to
assets that were subject to such Liens prior to the acquisition of such
assets by the Borrower or a Subsidiary and not incurred in anticipation or
contemplation of such acquisition; (ix) Liens securing Refinancing
Indebtedness; (x) purchase money Liens (including Capitalized Lease
Obligations); (xi) bankers' liens with respect to the right of set-off
arising in the ordinary course of business against amounts maintained in
bank accounts or certificates of deposit in the name of the Borrower or any
Subsidiary; (xii) the interest of any issuer of a letter of credit in any
cash or Eligible Investment deposited with or for the benefit of such
issuer as collateral for such letter of credit, provided that the
Indebtedness so collateralized is permitted to be incurred by the terms of
this Agreement; and (xiii) any Lien consisting of a right of first refusal
or option to purchase the Borrower's ownership interest in any Subsidiary
or to purchase assets of the Borrower or any Subsidiary, which right of
first refusal or option is entered into in the ordinary course of business.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Preferred Stock" means with respect to any Person all
Capital Stock of such Person which has a preference in liquidation or a
preference with respect to the payment of dividends or distributions of
operating profit or cash.

                  "Prime Rate" means the rate of interest per annum
publicly announced from time to time by JPMorgan Chase Bank, N.A. as its
prime rate in effect at its principal office in New York City. Each change
in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.

                  "Receivables" means accounts receivable (including all
rights to payment created by or arising from the sales of goods, leases of
goods or the rendition of services, no matter how evidenced and whether or
not earned by performance).

                   "Refinancing Indebtedness" means Indebtedness that is
applied to refund, refinance, repurchase and retire or extend any Existing
Indebtedness, any Indebtedness incurred under Section 6.02(a) or
6.02(b)(ii) and any Indebtedness previously refinanced in accordance with
this definition, provided that: (i) the Refinancing Indebtedness is the
obligation of the same Person or Persons (and not of any other Person) and,
if the Indebtedness being refunded, refinanced or extended is subordinated
to the Obligations, the Refinancing Indebtedness is also subordinated to
the Obligations to the same extent as the Indebtedness being refunded,
refinanced or extended; (ii) the Refinancing Indebtedness is scheduled to
mature no earlier than the Indebtedness being refunded, refinanced or
extended and is not subject to any requirement not applicable to the
Indebtedness being refunded, refinanced or extended that such Indebtedness
be prepaid, redeemed, repurchased or defeased on one or more scheduled
dates or upon the happening of one or more events (other than events of
default or change of control events); (iii) the Refinancing Indebtedness
has a weighted average life to maturity at the time such Refinancing
Indebtedness is incurred that is equal to or greater than the weighted
average life to maturity of the portion of the Indebtedness being refunded,
refinanced or extended; (iv) the Refinancing Indebtedness is secured only
to the extent, if at all, and by the assets that the Indebtedness being
refunded, refinanced or extended is secured; and (v) such Refinancing
Indebtedness is in an aggregate principal amount that is equal to or less
than the aggregate principal amount then outstanding under the Indebtedness
being refunded, refinanced or extended (except for issuance costs and
increases in Attributable Indebtedness due solely to increases in the
present value calculations resulting from renewals or extensions of the
terms of the underlying leases in effect on the Effective Date); provided
further, that Indebtedness meeting the requirements of the foregoing
clauses (i) through (v) may constitute Refinancing Indebtedness
notwithstanding that it is not immediately applied to the refunding,
refinancing, repurchase or extension of other Indebtedness so long as (y)
the Borrower designates such Indebtedness as Refinancing Indebtedness and
(z) prior to their use for refunding, refinancing, repurchasing or
extending other Indebtedness, the net proceeds of such Indebtedness are
promptly (1) deposited in an account controlled by the Administrative Agent
(or, to the extent required under the Senior Secured Credit Agreement, by
the administrative agent under such agreement), pursuant to an agreement
satisfactory to the Borrower and the Administrative Agent (or such
administrative agent), and held in such account pending the application of
such net proceeds to refund, refinance, repurchase or extend such other
Indebtedness or (2) applied to prepay "Revolving Loans" (as such term is
defined under the Senior Secured Credit Agreement), if an amount of the
Revolving Commitments (as such term is defined under the Senior Secured
Credit Agreement) equal to the amount so prepaid is held available and not
borrowed pending, and will be made available (subject to the conditions to
borrowing set forth in the Senior Secured Credit Agreement) only to provide
funds for, the application of such net proceeds to refund, refinance,
repurchase or extend such other Indebtedness.

                  "Register" has the meaning set forth in Section 9.04.

                  "Related Parties" means, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, trustees, agents and advisors of such Person and such Person's
Affiliates.

                  "Release" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into or through the environment or within or upon any
building, structure, facility or fixture.

                  "Required Lenders" means, at any time, Lenders holding
Loans representing more than 50% of the sum of the total Loans outstanding
at such time.

                  "Restricted Payment" means with respect to any Person:
(i) the declaration of any dividend or the making of any other payment or
distribution of cash, securities or other property or assets in respect of
such Person's Capital Stock (except that a dividend payable solely in
Capital Stock (other than Disqualified Stock) of such Person shall not
constitute a Restricted Payment); (ii) any payment on account of the
purchase, redemption, retirement or other acquisition for value of such
Person's Capital Stock or any other payment or distribution made in respect
thereof, either directly or indirectly; or (iii) any payment on account of
the purchase, redemption, retirement, defeasance or other acquisition for
value, prior to any scheduled principal payment, sinking fund payment or
Stated Maturity, of Subordinated Indebtedness of such Person or any of its
subsidiaries; provided, however, that with respect to the Borrower and the
Subsidiaries, Restricted Payments shall not include (A) repurchases of
Syndicated Interests in an aggregate amount in any Fiscal Year up to
$25,000,000 plus the proceeds received during such Fiscal Year of any
resale of such repurchased Syndicated Interests, or (B) payments made (1)
to the Borrower or any of its Subsidiaries by any of the Borrower's
Subsidiaries, (2) by the Borrower to any of its Subsidiaries or (3) any
distribution by any Subsidiary provided that the Borrower or another
Subsidiary receives its proportionate share thereof.

                  "S&P" means Standard & Poor's Corporation.

                  "Sale and Leaseback Transaction" means any arrangement
whereby the Borrower or a Subsidiary shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease from the buyer or
transferee the sold or transferred property or other property that it
intends to use for substantially the same purpose or purposes as the
property sold or transferred.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "Securities Act" means the Securities Act of 1933 and the
rules and regulations promulgated by the SEC thereunder.

                  "Securitization Transaction" means (a) any transfer by
the Borrower or any Subsidiary of Receivables or interests therein (i) to a
trust, partnership, corporation or other entity, which transfer is funded
in whole or in part, directly or indirectly, by the incurrence or issuance
by the transferee or any successor transferee of indebtedness or other
securities that are to receive payments from, or that represent interests
in, the cash flow derived from such Receivables or interests in
Receivables, or (ii) directly to one or more investors or other purchasers,
or (b) any transaction in which the Borrower or a Subsidiary incurs
Indebtedness or other obligations secured by Liens on Receivables. The
"amount" or "principal amount" of any Securitization Transaction shall be
deemed at any time to be (A) in the case of a transaction described in
clause (a) of the preceding sentence, the aggregate principal or stated
amount of the Indebtedness or other securities referred to in such clause
or, if there shall be no such principal or stated amount, the uncollected
amount of the Receivables transferred pursuant to such Securitization
Transaction net of any such Receivables that have been written off as
uncollectible, and (B) in the case of a transaction described in clause (b)
of the preceding sentence, the aggregate outstanding principal amount of
the Indebtedness secured by Liens on the subject Receivables.

                  "Senior Secured Credit Agreement" means the Amended and
Restated Credit Agreement dated as of March 21, 2005, among the Borrower,
the lenders from time to time party thereto JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, Wachovia Bank, national
association, as syndication agent and Deutsche Bank Trust Company Americas,
as documentation agent, as such agreement may be amended, extended,
supplemented, modified or replaced from time to time.

                  "Senior Subordinated Credit Agreement" means the Senior
Subordinated Credit Agreement dated as of January 16, 2004, among the
Borrower, the lenders from time to time party thereto and Credit Suisse
First Boston, as administrative agent, syndication agent and arranger.

                  "Settlement Agreement" means any contract or agreement
entered into by the Borrower or any Subsidiary in connection with any
settlement of any litigation or other proceedings disclosed on Schedule
3.10, including the Settlement Agreement dated as of December 30, 2004,
among the Borrower, the United States of America, acting through the
entities named therein, and the other parties thereto.

                  "Settlement Notes" means any Indebtedness evidenced by
notes issued in connection with any settlement of any litigation or other
proceedings disclosed on Schedule 3.10.

                  "Specified Property" means (a) the real property and
improvements thereon set forth in Schedule 1.01C and (b) other real
property and improvements thereon identified from time to time after the
Effective Date and prior to the acquisition or construction of such real
property or improvements by written notice from the Borrower to the
Administrative Agent (which notice shall also contain a reasonably detailed
summary of the construction and other improvements that the Borrower
intends to make on the applicable real property).

                  "Specified Sale and Leaseback Transaction" means a Sale
and Leaseback Transaction consisting of a sale or other transfer of a
Specified Property to a real estate investment trust or other Person within
180 days after completion of all principal construction and improvements
set forth in Schedule 1.01C or in the original notice of such Specified
Property delivered to the Administrative Agent and the simultaneous lease
of such Specified Property by such real estate investment trust or other
Person to the Borrower or a Subsidiary.

                  "Stated Maturity" when used with respect to any security
or any installment of interest thereon, means that date specified in such
security as the fixed date on which the principal of such security or such
installment of interest is due and payable.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board).
Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of
or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in any reserve percentage.

                  "Subordinated Indebtedness" of any Person means any
Indebtedness of such Person that is subordinated in right of payment to the
Obligations or any of them.

                  "subsidiary" means, with respect to any Person (the
"parent") at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent's consolidated
financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of
which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of
a partnership, more than 50% of the general partnership interests are, as
of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Successor" has the meaning assigned to such term in
Section 6.04.

                  "Supplemental Audit Report Date" means the date on which
the Borrower shall have delivered to the Administrative Agent and filed
with the SEC audited financial statements for the Fiscal Year ended
December 31, 2004.

                  "Swap Agreement" means any agreement with respect to any
swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial
or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or the
Subsidiaries shall be a Swap Agreement.

                  "Syndicated Interests" has the meaning set forth in the
definition of Syndications.

                  "Syndications" means the sale of partnership or other
equity interests ("Syndicated Interests") in Subsidiaries or other Persons
Controlled by the Borrower that own or operate surgery, diagnostic or other
healthcare facilities to (i) participating physicians, radiologists and
other specialists, (ii) professional corporations and other legal entities
owned or controlled by such participating physicians, radiologists and
other specialists, and (iii) participating hospitals and other healthcare
providers.

                  "Syndication Agent" means Citicorp North America, Inc., in
its capacity as syndication agent hereunder.

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

                  "Transactions" means the execution, delivery and
performance by the Borrower of this Agreement, the borrowing of the Loans,
the use of the proceeds thereof and the other transactions contemplated
hereby.

                  "2005 Notes" means the Borrower's 6.875% Senior Notes due
2005.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO
Rate or the Alternate Base Rate.

                  "USA Patriot Act" means the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001, as amended.

                  "Wholly Owned Subsidiary" of any Person means (i) a
subsidiary of which 100% of the Common Equity (except for director's
qualifying shares or certain minority interests owned by other Persons
solely due to local law requirements that there be more than one
stockholder, but which interest is not in excess of what is required for
such purpose) is owned directly by such Person or through one or more other
Wholly Owned Subsidiaries of such Person and (ii) any entity other than a
corporation in which such Person, directly or indirectly, owns all of the
Common Equity of such entity.

                  "Withdrawal Liability" means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of
Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a "Eurodollar Loan"). Borrowings also may be classified and referred to
by Type (e.g., a "Eurodollar Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights. All values to be determined from
financial statements of the Borrower to be delivered under Section 5.01(a)(ii)
or 5.01(a)(iii) shall be deemed to be equal to zero until the Audit Report
Date.

                  SECTION 1.04. Accounting Terms; GAAP. (a) Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Borrower notifies the Administrative Agent that
the Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the Effective Date in GAAP or in the
application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision
amended in accordance herewith. All financial covenants and financial
definitions herein shall be calculated without regard to Statement of
Financial Accounting Standards Number 123, relating to share-based accounting.

                  (b) All computations required to be made hereunder on a pro
forma basis giving effect to any acquisition, investment, sale, disposition or
similar event shall reflect on a pro forma basis such event and, to the extent
applicable, the historical earnings and cash flows associated with the assets
acquired or disposed of and any related incurrence or reduction of
Indebtedness, but shall not take into account any projected synergies or
similar benefits expected to be realized as a result of such event.

                  SECTION 1.05. Senior Debt Status. In the event that the
Borrower shall at any time issue or have outstanding any Indebtedness that is
or is intended to be Subordinated Indebtedness, the Borrower shall take all
such actions as shall be necessary to cause the Obligations to constitute
senior indebtedness (however denominated) in respect of such Subordinated
Indebtedness and to enable the Lenders to have and exercise any payment
blockage or other remedies available or potentially available to holders of
senior indebtedness under the terms of such Subordinated Indebtedness. Without
limiting the foregoing, the Obligations are hereby designated as "senior
indebtedness" and as "designated senior indebtedness" under and in respect of
the Senior Subordinated Credit Agreement, any Indentures under which such
Subordinated Indebtedness is outstanding and, if relevant, any other such
Subordinated Indebtedness and are further given all such other designations as
shall be required under the terms of any such Subordinated Indebtedness in
order that the Lenders or the Administrative Agent may have and exercise any
payment blockage or other remedies available or potentially available to
holders of senior indebtedness under the terms of such Subordinated
Indebtedness.

                                  ARTICLE II

                                  The Credits

                  SECTION 2.01. Loans. Subject to the terms and conditions and
relying upon the representations and warranties set forth herein, each Lender
severally agrees to make an ABR Loan to the Borrower on the Effective Date in
a principal amount equal to such Lender's Commitment. Amounts repaid or
prepaid in respect of Loans may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their Commitments or the aggregate amounts of their respective
Loans. The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

                  (b) Subject to Section 2.09, (i) each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not less than $10,000,000. At the time
that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than
$10,000,000.

                  (d) Notwithstanding any other provision of this Agreement,
the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

                  SECTION 2.03. Interest Elections. (a) The Borrowings
initially shall be Eurodollar Borrowings. Thereafter, the Borrower may elect
to convert any such Borrowing (or any part thereof) to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone
(i) in the case of a Eurodollar Rate Loan, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Interest
Election Request or (ii) in the case of an ABR Rate Loan, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Interest Election Request. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in
a form approved by the Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information:

                  (i) the Borrowing to which such Interest Election Request
     applies and, if different options are being elected with respect to
     different portions thereof, the portions thereof to be allocated to each
     resulting Borrowing (in which case the information to be specified
     pursuant to clauses (iii) and (iv) below shall be specified for each
     resulting Borrowing);

                  (ii) the effective date of the election made pursuant to
     such Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
     Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is to be a Eurodollar
     Borrowing, the Interest Period to be applicable thereto after giving
     effect to such election, which shall be a period contemplated by the
     definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but
does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly, and in no event later than one Business Day,
following receipt of an Interest Election Request the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion
of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid
as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (i) no outstanding Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.

                  SECTION 2.04. Termination of Commitments. The Commitments
will terminate at 5:00 p.m. on the Effective Date.

                  SECTION 2.05. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of the applicable Lender the then unpaid principal amount of
each Loan on the Maturity Date.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

                  (c) The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).

                  SECTION 2.06. Prepayment of Loans. (a) The Borrower may not
prepay the Loans prior to the first anniversary of the Effective Date.
Thereafter the Borrower may any time and from time to time prepay any
Borrowing in whole or in part, subject to the requirements of this Section and
payment of any amounts required under Section 2.11; provided that each such
partial repayment shall be in an integral multiple of $1,000,000 and not less
than $10,000,000.

                  (b) All voluntary prepayments of Loans made on or after the
first anniversary of the Effective Date will be accompanied by a prepayment
fee equal to (i) 2.00% of the aggregate principal amount of such prepayment,
if made prior to the second anniversary of the Effective Date and (ii) 1.00%
of the aggregate principal amount of such prepayment, if made on or after the
second anniversary of the Effective Date and prior to the third anniversary of
the Effective Date. Voluntary prepayments effected on or after the third
anniversary of the Effective Date will not be subject to a prepayment fee.
Such fee shall be paid by the Borrowers to the Administrative Agent, for the
accounts of the Lenders, on the date of such prepayment.

                  (c) The Borrower shall, to the extent practicable, notify
the Administrative Agent by telephone (confirmed by telecopy) of any
prepayment under paragraph (a) above (i) in the case of a prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment or (ii) in the case of prepayment
of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid. Promptly following receipt of
any such notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Borrowing under paragraph (a)
above shall be in an amount that would be permitted for a Borrowing of the
same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section
2.08.

                  (d) Each Lender shall have the right to require the Borrower
to prepay all, but not part, of its Loans on the third anniversary of the
Effective Date for an amount in cash equal to 100% of the principal amount
thereof plus accrued interest, if any, to the date of prepayment, pursuant to
the procedures set forth in this paragraph. A Lender shall exercise its right
to require the Borrower to prepay its Loans pursuant to this paragraph by
delivering an irrevocable notice (which shall refer to this Agreement and
state that it is a "Notice of Required Prepayment" under this paragraph) to
the Borrower and the Administrative Agent not fewer than 60 days and not more
than 90 days prior to the third anniversary of the Effective Date. On the
third anniversary of the Effective Date, the Borrower shall prepay the Loans
of all Lenders from which such notices have been timely received by the
transfer to the Administrative Agent, for distribution to the applicable
Lenders, of immediately available funds sufficient to prepay the aggregate
principal amount of such Loans plus all accrued and unpaid interest thereon.

                  SECTION 2.07. Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.

                  SECTION 2.08. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall
bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section, or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion
of any Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

                  (e) All interest hereunder shall be computed on the basis of
a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

                  SECTION 2.09. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
     shall be conclusive absent manifest error) that adequate and reasonable
     means do not exist for ascertaining the Adjusted LIBO Rate for such
     Interest Period; or

                  (b) the Administrative Agent is advised by the Lenders with
     a majority in principal amount of the Loans that the Adjusted LIBO Rate
     for such Interest Period will not adequately and fairly reflect the cost
     to such Lenders of making or maintaining their Loans included in such
     Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and
the Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, any
Interest Election Request that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective; provided that if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.

                  SECTION 2.10. Increased Costs. (a) If any Change in Law
shall:

                  (i) impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for
     the account of, or credit extended by, any Lender (except any such
     reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
     other condition affecting this Agreement or Eurodollar Loans made by such
     Lender;

and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurodollar Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Loans made
by, such Lender, to a level below that which such Lender or such Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender, such additional amount or amounts as will compensate
such Lender or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than 270 days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive
effect thereof.

                  SECTION 2.11. Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default, but excluding all prepayments of Eurodollar Loans made pursuant to
Section 2.06(d)), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.14,
then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount
of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks
in the eurocurrency market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                  SECTION 2.12. Taxes. (a) Any and all payments by or on
account of any obligation of the Borrower hereunder shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent or Lender (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

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

                  (c) The Borrower shall indemnify the Administrative Agent
and each Lender, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative
Agent or such Lender, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto (other than those resulting
from such Person's gross negligence or wilful misconduct), whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability and setting forth in reasonable detail the calculation
and basis for such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate.

                  (f) If the Administrative Agent or a Lender determines, in
its sole discretion exercised in good faith, that it has received a refund of
any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to
this Section, it shall pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees
to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other Person.

                  SECTION 2.13. Payments Generally; Pro Rata Treatment;
Sharing of Setoffs. (a) The Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest or fees, or of amounts
payable under Section 2.10, 2.11 or 2.12, or otherwise) prior to 12:00 noon,
New York City time, on the date when due, in immediately available funds,
without setoff or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent
at its offices at 270 Park Avenue, New York, New York, except that payments
pursuant to Sections 2.10, 2.11, 2.12 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall
be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then
due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The
Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the
amount of such participation.

                  (d) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders the amount
due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

                  (e) Prior to an Event of Default, if any Lender shall fail
to make any payment required to be made by it pursuant to Section 2.13(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are
fully paid.

                  SECTION 2.14. Mitigation Obligations; Replacement of
Lenders. (a) If any Lender requests compensation under Section 2.10, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.12,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or Affiliates, if,
in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.10 or 2.12, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

                  (b) If any Lender requests compensation under Section 2.10,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
2.12, or if any Lender defaults in its obligation to fund Loans, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts), in each case without any premium, and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.10 or
payments required to be made pursuant to Section 2.12, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.

                                 ARTICLE III

                       Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization and Authority. (a) The Borrower
and each Subsidiary is a corporation, partnership, limited liability company
or trust duly organized, validly existing and in good standing under the laws
of the jurisdiction of its formation except, in the case of any Subsidiary of
the Borrower, where the failure to be in good standing could not reasonably be
expected to have a Material Adverse Effect.

                  (b) The Borrower and each Subsidiary (i) has the requisite
power and authority to own its properties and assets and to carry on its
business as now being conducted and as contemplated in this Agreement and (ii)
is qualified to do business in, and is in good standing in, every jurisdiction
in which failure so to qualify or be in good standing, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

                  (c) The Borrower has the power and authority to enter into
the Transactions.

                  (d) Each Loan Document has been duly executed and delivered
by the Borrower and constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms,
subject to the effect of any applicable bankruptcy, moratorium, insolvency,
reorganization or other similar law affecting the enforceability of creditors'
rights generally and to the effect of general principles of equity (whether
considered in a proceeding at law or in equity).

                  SECTION 3.02. Execution; No Conflicts. The execution,
delivery and performance by the Borrower of this Agreement and the
Transactions:

                  (i) have been duly authorized by all requisite corporate
     actions (including any required shareholder approval) of the Borrower
     required for the lawful execution, delivery and performance thereof;

                  (ii) do not and will not violate any provisions of (A) any
     applicable law, rule or regulation, (B) any judgment, writ, order,
     determination, decree or arbitral award of any Governmental Authority or
     arbitral authority binding on the Borrower or any Subsidiary or its or
     any Subsidiary's properties, or (C) the certificate of incorporation,
     bylaws or other organizational documents of the Borrower;

                  (iii) do not and will not be in conflict with, result in a
     breach of, violate, give rise to a right of prepayment under or
     constitute a default under, any contract, indenture, agreement or other
     instrument or document to which the Borrower or any Subsidiary is a
     party, or by which the properties or assets of the Borrower or any
     Subsidiary are bound; and

                  (iv) do not and will not result in the creation or
     imposition of any Lien upon any of the properties or assets of the
     Borrower or any Subsidiary (other than the Liens created by the Loan
     Documents).

                  SECTION 3.03. Solvency. Immediately following the making of
each Loan and after giving effect to the application of the proceeds of such
Loans, (a) the fair value of the assets of the Borrower and the Subsidiaries,
on a consolidated basis, will exceed their consolidated debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of the Borrower and the Subsidiaries on a consolidated basis will
be greater than the amount that will be required to pay the probable liability
on their debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (c) the
Borrower and the Subsidiaries on a consolidated basis will not have incurred
any debts and liabilities, subordinated, contingent or otherwise, that they do
not believe that they will be able to pay as such debts and liabilities become
absolute and matured; and (d) the Borrower and the Subsidiaries on a
consolidated basis will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is now
conducted and is proposed to be conducted following the Effective Date.

                  SECTION 3.04. Subsidiaries. Schedule 3.04 sets forth as of
the Effective Date a list of all the Subsidiaries and the percentage ownership
of the Borrower and the Subsidiaries therein. The shares of capital stock or
other ownership interests listed on Schedule 3.04 are owned by the Borrower,
directly or indirectly, free and clear of all Liens other than Liens permitted
hereunder.

                  SECTION 3.05. Ownership Interests. As of the Effective Date,
the Borrower owns no interest in any Person other than the Persons set forth
on Schedule 3.05.

                  SECTION 3.06. Financial Condition. (a) Except as disclosed
in any filing by the Borrower with the SEC prior to the Effective Date, in the
Information Memorandum or in the Schedules hereto, since June 14, 2002, there
has been no material adverse change in the business, assets, operations,
properties, prospects or condition, financial or otherwise, of the Borrower
and the Subsidiaries, taken as a whole.

                  (b) The Borrower has, on or prior to the Effective Date,
furnished to the Administrative Agent for distribution to the Lenders the
Borrower's five-year forecast model including a projected consolidated
statement of EBITDA and selected cash flow information (the "Model") prepared
giving effect to the Transactions as if the Transactions had occurred as of
December 31, 2004. The Model was prepared in good faith by the Borrower based
on assumptions and estimates believed by the Borrower on the date thereof to
be reasonable, was based on the best information available to the Borrower
after due inquiry and accurately reflects all material adjustments required to
be made to give effect to the Transactions.

                  (c) Neither the Borrower nor any Subsidiary has any
Indebtedness or other obligations or liabilities, direct or contingent, in an
aggregate amount in excess of $50,000,000, other than (i) the liabilities
reflected on Schedule 3.06, (ii) obligations arising under this Agreement and
(iii) liabilities incurred in the ordinary course of business.

                  (d) The analysis set forth in Schedule 3.06 of the assets,
liabilities and cash flows of the Borrower individually and of the
Subsidiaries taken as a whole is believed by the Borrower to be reasonable
based on the information available to it.

                  SECTION 3.07. Title to Properties. Each of the Borrower and
the Subsidiaries has good and valid title to, or valid leasehold interests in,
all its material real and personal property.

                  SECTION 3.08. Taxes. The Borrower and each Subsidiary has
filed or caused to be filed all federal, state and local tax returns which are
required to be filed by it (subject to any timely obtained extensions to file)
and, except for taxes and assessments being contested in good faith by
appropriate proceedings diligently conducted and against which reserves
reflected in the financial statements described in Section 3.06(a) and
satisfactory to the Borrower's independent certified public accountants have
been established, and has paid or caused to be paid all taxes as shown on said
returns or on any assessment received by it, to the extent that such taxes
have become due.

                  SECTION 3.09. Other Agreements. Except as set forth on
Schedule 3.09:

                  (i) neither the Borrower nor any Subsidiary is a party to or
     subject to any judgment, order, decree, agreement, lease or instrument,
     or subject to any other restrictions, compliance with the terms of which,
     individually or in the aggregate, could reasonably be expected to have a
     Material Adverse Effect;

                  (ii) neither the Borrower nor any Subsidiary is in default
     in the performance, observance or fulfillment of any of the obligations,
     covenants or conditions contained in (i) any Medicaid Provider Agreement,
     Medicare Provider Agreement or other agreement or instrument to which the
     Borrower or any Subsidiary is a party, which default has resulted in, or
     if not remedied within any applicable grace period could reasonably be
     expected to result in, the revocation, termination, cancellation or
     suspension of the Medicaid Certification or the Medicare Certification of
     the Borrower or any Subsidiary, which revocation, termination,
     cancellation or suspension could reasonably be expected, individually or
     in the aggregate, to have a Material Adverse Effect, (ii) any Indenture
     or the Senior Subordinated Credit Agreement or (iii) any other agreement
     or instrument to which the Borrower or any Subsidiary is a party (which
     defaults referred to in this clause (iii) have had, or if not remedied
     within any applicable grace period could reasonably be expected to have,
     individually or in the aggregate, a Material Adverse Effect);

                  (iii) to the knowledge of the Borrower, no Contract Provider
     is a party to any judgment, order, decree, agreement or instrument, or
     subject to any restrictions, compliance with the terms of which could,
     individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect; and

                  (iv) to the knowledge of the Borrower, no Contract Provider
     is in default in the performance, observance or fulfillment of any of the
     obligations, covenants or conditions contained in any Medicaid Provider
     Agreement, Medicare Provider Agreement or other agreement or instrument
     to which such Person is a party, which default has resulted in, or if not
     remedied within any applicable grace period could result in, the
     revocation, termination, cancellation or suspension of the Medicaid
     Certification or the Medicare Certification of such Person, which
     revocation, termination, cancellation or suspension could, individually
     or in the aggregate, reasonably be expected to have a Material Adverse
     Effect.

                  SECTION 3.10. Litigation. Except as set forth on Schedule
3.10, there is no action, suit, investigation or proceeding at law or in
equity or by or before any Governmental Authority pending or, to the knowledge
of the Borrower, threatened by or against the Borrower or any Subsidiary or,
to the knowledge of the Borrower, pending or threatened by or against any
Contract Provider, or affecting the Borrower or any Subsidiary or, to the
knowledge of the Borrower, any Contract Provider or any properties or rights
of the Borrower or any Subsidiary or, to the knowledge of the Borrower, any
Contract Provider, (i) which could, individually or in the aggregate,
reasonably be expected to result in the revocation, termination, cancellation
or suspension of the Medicaid Certification or the Medicare Certification of
such Person, which revocation, termination, cancellation or suspension could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (ii) which could otherwise, individually, or in the aggregate,
reasonably be expected to have a Material Adverse Effect or (iii) that
involves this Agreement or the Transactions.

                  SECTION 3.11. Use of Proceeds; Margin Stock. The proceeds of
the Loans made or issued under this Agreement will be used by the Borrower
only for the purposes expressly authorized herein. None of such proceeds will
be used, directly or indirectly, and whether immediately, incidentally or
ultimately, for the purpose of purchasing or carrying any Margin Stock or for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry Margin Stock or for any other purpose which
might constitute any of the Loans under this Agreement a "purpose credit"
within the meaning of Regulation U or Regulation X of the Board. Neither the
Borrower nor any agent acting in its behalf has taken or will take any action
which might cause this Agreement or any of the documents or instruments
delivered pursuant hereto to violate any regulation of the Board or to violate
the Exchange Act or the Securities Act or any state securities laws. Neither
the Borrower nor any Subsidiary is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

                  SECTION 3.12. Investment and Holding Company Status. Neither
the Borrower nor any Subsidiary is an "investment company" , or an "affiliated
person" of, or "promoter" or "principal underwriter" for, an "investment
company", as such terms are defined in the Investment Company Act of 1940, as
amended (15 U.S.C. ss. 80a-1, et seq.). The application of the proceeds of the
Loans and repayment thereof by the Borrower and the performance by the
Borrower and any Subsidiary of the Transactions will not violate any provision
of said Act, or any rule, regulation or order issued by the SEC thereunder.
Neither the Borrower nor any Subsidiary is a "holding company" as defined in,
or subject to regulation under, the Public Utility Holding Company Act of
1935.

                  SECTION 3.13. Intellectual Property. Except as set forth on
Schedule 3.13, the Borrower and each Subsidiary owns or has the right to use,
under valid license agreements or otherwise, all material patents, licenses,
franchises, trademarks, trademark rights, trade names, trade name rights,
trade secrets, service marks, service mark rights and copyrights necessary to
or used in the conduct of its businesses as now conducted and as contemplated
by this Agreement, without, to the knowledge of the Borrower, conflict by, or
with, any patent, license, franchise, trademark, trade secret, trade name,
service mark, copyright or other proprietary right of, any other Person.

                  SECTION 3.14. No Untrue Statement. Neither (a) this
Agreement nor any certificate or document executed and delivered by or on
behalf of the Borrower or any Subsidiary in accordance with or pursuant to
this Agreement nor (b) any statement, report, document (including the
Information Memorandum), representation or warranty provided to the
Administrative Agent or any Lender in connection with the negotiation or
preparation of this Agreement contains any misrepresentation or untrue
statement of material fact or omits to state a material fact necessary, in
light of the circumstances under which it was made, in order to make any such
warranty, representation or statement contained therein not misleading.

                  SECTION 3.15. No Consents, Etc. Neither the respective
businesses or properties of the Borrower or any Subsidiary, nor any
relationship between the Borrower or any Subsidiary and any other Person, nor
any circumstance in connection with the execution, delivery and performance of
this Agreement and the Transactions, is such as to require a consent, approval
or authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person on the part of the Borrower or any
Subsidiary as a condition to the execution, delivery and performance of, or
consummation of the transactions contemplated by, or the validity or
enforceability of, this Agreement, other than any such consent, approval,
authorization, filing, registration or qualification that has been duly
obtained or effected, as the case may be.

                  SECTION 3.16. ERISA. (i) The execution and delivery of this
Agreement will not involve any "prohibited transaction", as defined in Section
406 of ERISA or Section 4975 of the Code, (ii) each of the Borrower, each
Subsidiary and each ERISA Affiliate has fulfilled its obligations under the
minimum funding standards imposed by ERISA and the Code and each is in
compliance in all material respects with the applicable provisions of ERISA
and (iii) none of the Borrower, the Subsidiaries, and their respective ERISA
Affiliates maintains, contributes to, or is required to contribute to any
Pension Plan.

                  SECTION 3.17. No Default. No Default has occurred and is
continuing.

                  SECTION 3.18. Environmental Matters. Except as set forth in
Schedule 3.18 and except with respect to any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Borrower nor any of the Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability or (iii) has
received notice of any claim with respect to any Environmental Liability, nor
does the Borrower have any knowledge of any basis for any Environmental
Liability.

                  SECTION 3.19. Employment Matters. (a) Except as set forth on
Schedule 3.19, none of the employees of the Borrower or any Subsidiary is
subject to any collective bargaining agreement and there are no strikes, work
stoppages, election or decertification petitions or proceedings, unfair labor
charges, equal opportunity proceedings, or other material labor/employee
related controversies or proceedings pending or, to the knowledge of the
Borrower, threatened against the Borrower or any Subsidiary or between the
Borrower or any Subsidiary and any of its employees, other than employee
grievances, controversies or proceedings arising in the ordinary course of
business which could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

                  (b) Except to the extent a failure to maintain compliance
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, the Borrower and each Subsidiary is in compliance in
all respects with all applicable laws, rules and regulations pertaining to
labor or employment matters, including those pertaining to wages, hours,
occupational safety and taxation, and there is neither pending nor, to the
knowledge of the Borrower, threatened any litigation, administrative
proceeding or investigation in respect of such matters which, if decided
adversely, could reasonably be likely, individually or in the aggregate, to
have a Material Adverse Effect.

                  SECTION 3.20. Reimbursement from Third Party Payors. The
accounts receivable of the Borrower and each Subsidiary and each Contract
Provider have been and will continue to be adjusted to reflect reimbursement
policies of third party payors such as Medicare, Medicaid, Blue Cross/Blue
Shield, private insurance companies, health maintenance organizations,
preferred provider organizations, alternative delivery systems, managed care
systems, government contracting agencies and other third party payors. In
particular, accounts receivable relating to such third party payors do not and
shall not exceed amounts any obligee is entitled to receive under any
capitation arrangement, fee schedule, discount formula, cost-based
reimbursement or other adjustment or limitation to its usual charges.

                  SECTION 3.21. Compliance with Laws. Except as set forth in
Schedule 3.21, each of the Borrower and the Subsidiaries is in compliance with
all laws, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 3.22. Insurance. The Borrower and the Subsidiaries
maintain, in force, with financially sound and reputable insurance companies,
and pay all premiums and costs related to, insurance coverages in such amounts
(with no materially greater risk retention) and against such risks as are
deemed by the management of the Borrower to be sufficient in accordance with
the usual and customary practices of companies of established repute engaged
in the same or similar lines of business as the Borrower and the Subsidiaries.

                  SECTION 3.23. Status of Obligations. The Obligations
constitute "Senior Indebtedness" and "Designated Senior Indebtedness" (and any
other similar term defining senior Indebtedness) under the Senior Subordinated
Credit Agreement and each Indenture or other agreement governing Subordinated
Indebtedness of the Borrower or any Subsidiary.

                                  ARTICLE IV

                                  Conditions

                  The obligations of the Lenders to make Loans, shall not
become effective until the date on which each of the following conditions
shall have been satisfied (or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
     received from each party hereto either (i) a counterpart of this
     Agreement signed on behalf of such party or (ii) written evidence
     satisfactory to the Administrative Agent (which may include telecopy
     transmission of a signed signature page of this Agreement) that such
     party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a favorable
     written opinion (addressed to the Administrative Agent and the Lenders
     and dated the Effective Date) of Skadden, Arps, Slate, Meagher & Flom
     LLP, counsel for the Borrower, substantially in the form of Exhibit C and
     covering such other matters relating to the Borrower, this Agreement or
     the Transactions as the Lenders shall reasonably request. The Borrower
     hereby requests such counsel to deliver such opinion.

                  (c) The Administrative Agent shall have received such
     documents and certificates as the Administrative Agent or its counsel may
     reasonably request relating to the organization, existence and good
     standing of the Borrower, the authorization of the Transactions and any
     other legal matters relating to the Borrower, the Subsidiaries, this
     Agreement or the Transactions, all in form and substance reasonably
     satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
     certificate, dated the Effective Date and signed by a Financial Officer
     of the Borrower, confirming compliance with the conditions set forth in
     paragraphs (i) and (j) below.

                  (e) The Administrative Agent shall have received all fees
     and other amounts due and payable to it on or prior to the Effective
     Date, including, to the extent invoiced, reimbursement or payment of all
     out-of-pocket expenses required to be reimbursed or paid by the Borrower
     hereunder.

                  (f) The Administrative Agent shall have received evidence
     that the insurance required by Section 5.05 is in effect.

                  (g) All defaults that shall have occurred under agreements
     or instruments evidencing or governing Material Indebtedness shall have
     been cured or waived, and the Administrative Agent shall have received a
     certificate of a Financial Officer to such effect, together with such
     related information as it shall reasonably have requested.

                  (h) The Lenders shall be satisfied with the status of all
     actions, suits, investigations and proceedings pending, threatened
     against or affecting the Borrower or any Subsidiary.

                  (i) On the Effective Date, both before and after giving
     effect to the Borrowings hereunder and the use of the proceeds thereof,
     (i) the representations and warranties of the Borrower set forth in this
     Agreement shall be true and correct in all material respects and (ii) no
     Default shall have occurred and be continuing.

                  (j) Concurrently with the making of the Loans, the proceeds
     of the Loans shall have been (i) applied to prepay or repay the 2005
     Notes or (ii) deposited in an account controlled by the administrative
     agent under the Senior Secured Credit Agreement, pursuant to an agreement
     satisfactory to the Borrower and the Administrative Agent, to be held in
     such account pending the application of such proceeds to prepay the 2005
     Notes.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 9.02) at or prior to
3:00 p.m., New York City time, on June 15, 2005 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate
at such time). The Borrowing hereunder on the Effective Date shall be
deemed to constitute a representation and warranty by the Borrower on such
date as to the matters specified in paragraph (i) of this Section.

                                  ARTICLE V

                           Affirmative Covenants

                  Until the principal of and interest on each Loan shall
have been paid in full, the Borrower covenants and agrees with the Lenders
that:

                  SECTION 5.01. Financial Statements, Reports, Etc. (a) The
Borrower shall deliver or cause to be delivered to the Administrative Agent
for distribution to each Lender:

                  (i) within 30 days after the end of each fiscal month in
     each Fiscal Year until the Supplemental Audit Report Date, and thereafter
     for so long as Monthly Financial Packages are provided under the Senior
     Subordinated Credit Agreement, the Monthly Financial Package;

                  (ii) not later than the earlier to occur of (x) 50 days
     after the end of each of the first three quarters of each Fiscal Year of
     the Borrower ending after December 31, 2004 (or in the case of any fiscal
     quarter of Fiscal Year 2005, the later of such 50 days and the
     Supplemental Audit Report Date) and (y) the date on which the Borrower is
     required to file or files financial statements with respect to the
     applicable fiscal quarter with the SEC, a balance sheet and related
     statements of income and cash flows of the Borrower and the Subsidiaries
     on a consolidated basis for such calendar quarter and for the period
     beginning on the first day of such Fiscal Year of the Borrower and ending
     on the last day of such quarter, (in sufficient detail to indicate the
     Borrower's and each Subsidiary's compliance with the financial covenants
     set forth in Section 6.01), together with statements in comparative form
     for the corresponding date or period in the preceding Fiscal Year of the
     Borrower as summarized in the Form 10-Q of the Borrower filed with the
     SEC pursuant to Section 13 of the Exchange Act for the corresponding
     period, and certified by a Financial Officer as presenting fairly the
     financial condition and results of operations of the Borrower and the
     Subsidiaries on a consolidated basis in accordance with GAAP consistently
     applied, subject to normal year-end audit adjustments and the absence of
     footnotes;

                  (iii) on the Audit Report Date with respect to the Fiscal
     Years covered by the audited financial statements provided on such date,
     and on the Supplemental Audit Report Date with respect to the Fiscal Year
     2004 and thereafter not later than the earlier to occur of (x) 100 days
     after the end of each Fiscal Year of the Borrower and (y) the date on
     which the Borrower is required to file or files financial statements with
     respect to the applicable Fiscal Year with the SEC, financial statements
     (including a balance sheet, a statement of income, a statement of
     stockholders' equity and a statement of cash flows) of the Borrower and
     the Subsidiaries on a consolidated basis as of the end of and for such
     Fiscal Year (in sufficient detail to indicate the Borrower's and each
     Subsidiary's compliance with the financial covenants set forth in Section
     6.01), together with statements in comparative form as of the end of and
     for the preceding Fiscal Year as summarized in the Form 10-K of the
     Borrower filed with the SEC pursuant to Section 13 of the Exchange Act
     for the corresponding period, and accompanied by a report of
     PricewaterhouseCoopers LLP or other independent public accountants
     acceptable to the Administrative Agent (without a "going concern" or like
     qualification or exception and without any qualification or exception as
     to the scope of such audit other than as to matters relating to
     historical costs of fixed assets), which opinion shall state in effect
     that such financial statements (A) were audited using generally accepted
     auditing standards, (B) were prepared in accordance with GAAP
     consistently applied and (C) present fairly the financial condition and
     results of operations of the Borrower and the Subsidiaries for the period
     covered;

                  (iv) concurrently with any delivery of financial statements
     under clause (ii) or (iii) above, a certificate of a Financial Officer
     (A) certifying as to whether a Default has occurred and, if a Default has
     occurred, specifying the details thereof and any action taken or proposed
     to be taken with respect thereto; (B) setting forth reasonably detailed
     calculations demonstrating compliance with Section 6.01; (C) stating
     whether any change in GAAP or in the application thereof has occurred
     since December 31, 2004 and, if any such change has occurred, specifying
     the effect of such change on the financial statements accompanying such
     certificate; and (D) in the case of the audited financial statements for
     Fiscal Year 2004, setting forth a computation of the Borrower's
     Consolidated Tangible Assets as of December 31, 2004;

                  (v) not later than March 31, 2006 and, in respect of Fiscal
     Year 2006 and thereafter not later than the end of each Fiscal Year in
     respect of the next succeeding Fiscal Year (A) the annual business plan
     of the Borrower and its Subsidiaries for such Fiscal Year approved by the
     Board of Directors of the Borrower, (B) forecasts prepared by management
     of the Borrower for each fiscal month in such Fiscal Year and (C)
     forecasts prepared by management of the Borrower for such Fiscal Year and
     the four Fiscal Years thereafter, including, in each instance described
     in clauses (B) and (C) above, (x) a projected year-end consolidated
     balance sheet and income statement and statement of cash flows and (y) a
     statement of all of the material assumptions on which such forecasts are
     based;

                  (vi) contemporaneously with the distribution thereof to the
     Borrower's or any Subsidiary's stockholders or partners or the filing
     thereof with the SEC, as the case may be, copies of all statements,
     reports, notices and filings distributed by the Borrower or any
     Subsidiary to its stockholders or partners or filed with the SEC
     (including reports on Forms 10-K, 10-Q and 8-K) or any Governmental
     Authority succeeding to any or all of the functions of the SEC or with
     any national securities exchange;

                  (vii) promptly after the occurrence of any ERISA Event that,
     alone or together with any other ERISA Events that have occurred, could
     reasonably be expected to result in liability of the Borrower, the
     Subsidiaries and all ERISA Affiliates in an aggregate amount exceeding
     $5,000,000, a certificate of a Financial Officer setting forth the
     details as to such ERISA Event and the action that the Borrower, such
     Subsidiary or such ERISA Affiliate has taken or will take with respect
     thereto;

                  (viii) promptly after the Borrower or any Subsidiary becomes
     aware of the commencement thereof, notice of any investigation, action,
     suit or proceeding before any Governmental Authority involving the
     condemnation or taking under the power of eminent domain of any material
     portion of its property or the revocation or suspension of any material
     permit, license, certificate of need or other governmental requirement
     applicable to any of its properties or assets;

                  (ix) within 10 days of the receipt by the Borrower or any
     Subsidiary, copies of all material deficiency notices, compliance orders
     or adverse reports issued by any Governmental Authority or accreditation
     commission having jurisdiction over the licensing, accreditation or
     operation of any properties or assets of the Borrower or any Subsidiary
     or by any Governmental Authority or private insurance company pursuant to
     a provider agreement, which, if not timely complied with or cured, could
     reasonably be expected to result in the suspension or forfeiture of any
     license, certification or accreditation necessary in order for such
     Person to carry on its business as then conducted or the termination of
     any material insurance or reimbursement program available to such Person;

                  (x) promptly following any request therefor, such other
     information regarding the operations, business affairs and financial
     condition of the Borrower or any Subsidiary, or compliance with the terms
     of this Agreement, as the Administrative Agent or any Lender may
     reasonably request; and

                  (xi) contemporaneously with the distribution thereof, copies
     of all statements, reports, notices and other documents delivered by the
     Borrower or any Subsidiary pursuant to or in satisfaction of requirements
     set forth in the Senior Subordinated Credit Agreement (to the extent such
     documents shall not already have been delivered hereunder).

Information required to be delivered pursuant to this Section 5.01(a) shall
be deemed to have been delivered if such information, or one or more
annual, quarterly or other reports containing such information, shall have
been posted by the Borrower on an IntraLinks or similar site to which all
of the Lenders have been granted access (and a confirming electronic
correspondence shall have been delivered to each Lender providing notice of
such posting); provided that the Borrower shall deliver paper copies of
such information to any Lender that requests such delivery.

                  (b) The Borrower will cause (i) the Audit Report Date to
occur on or before June 30, 2005 and (ii) the Supplemental Audit Report Date
to occur on or before December 31, 2005.

                  SECTION 5.02. Maintain Properties. The Borrower will, and
will cause each of the Subsidiaries to, keep or maintain all properties and
assets necessary to its operations in good working order and condition, make
all needed repairs, replacements and renewals to such properties, and maintain
free from Liens all trademarks, trade names, service marks, patents,
copyrights, trade secrets, know-how, and other intellectual property and
proprietary information (or adequate licenses relating thereto), in each case
as are reasonably necessary to conduct its business as currently conducted or
as contemplated hereby, all in accordance with customary and prudent business
practices.

                  SECTION 5.03. Existence, Qualification, Etc. The Borrower
will, and will cause each of the Subsidiaries to, (i) do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence and all material rights, permits, privileges, licenses and
franchises, and (ii) maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or leasing of property or the nature of its business makes such
license or qualification necessary, except, with respect to clause (ii) only,
where the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation,
dissolution, sale or transfer that is not prohibited by the provisions of
Article VI. The Borrower will cause each of the Subsidiaries to take all
reasonable actions to maintain its identity as a separate legal entity from
the Borrower or any other Subsidiary, including (x) maintaining such
Subsidiary's books and records separate from those of any Affiliate of such
Subsidiary, including records of all intercompany debits and credits and
transfer of funds, (y) not commingling such Subsidiary's funds or other assets
with those of any of its Affiliates and not maintaining bank accounts or other
depositary accounts to which any of its Affiliates is an account party, in
each case in a manner such that such Subsidiary's funds, assets and accounts
could not be distinguished from those of its Affiliates and (z) acting solely
in its own name, through its own officials or representatives where relevant.

                  SECTION 5.04. Regulations and Obligations. The Borrower
will, and will cause each of the Subsidiaries to, comply in all material
respects with or contest in good faith all statutes and governmental
regulations and pay its Indebtedness and all other taxes, assessments,
governmental charges, claims for labor, supplies, rent and any other
obligation that, if unpaid, would become a Lien against any of its properties
or assets, except liabilities being contested in good faith by appropriate
proceedings diligently conducted and against which adequate reserves
acceptable to the Borrower's independent certified public accountants have
been established, unless and until any Lien resulting therefrom attaches to
any of its properties or assets and becomes enforceable by its creditors.

                  SECTION 5.05. Insurance. The Borrower will, and will cause
each of the Subsidiaries to, at all times maintain, in force, with financially
sound and reputable insurance companies, and pay all premiums and costs
related to, insurance coverages in such amounts (with no materially greater
risk retention) and against such risks as are deemed by the management of the
Borrower to be sufficient in accordance with usual and customary practices of
companies of established repute engaged in the same or similar business as the
Borrower and the Subsidiaries. The Borrower shall deliver to the
Administrative Agent at such time or times as the Administrative Agent may
reasonably request, a certificate of a Financial Officer setting out in such
detail as the Administrative Agent may reasonably request a description of all
insurance coverages maintained by the Borrower and each Subsidiary. The
Administrative Agent shall have no obligation to give the Borrower or any
Subsidiary notice of any notification received by the Administrative Agent
with respect to any insurance policies or take any steps to protect the
Borrower's or any Subsidiary's interests under such policies.

                  SECTION 5.06. True Books. With respect to all dealings and
transactions occurring after December 31, 2004, the Borrower will, and will
cause each of the Subsidiaries to, keep true books of record and account in
which full, true and correct entries will be made of such dealings and
transactions, and set up on its books such reserves as may be required by GAAP
with respect to doubtful accounts and all taxes, assessments, charges, levies
and claims and with respect to its business in general, and include such
reserves in interim as well as year-end financial statements, so that the
Borrower and each Subsidiary may prepare financial statements in accordance
with GAAP.

                  SECTION 5.07. Right of Inspection. The Borrower will, and
will cause each of the Subsidiaries to, permit any Person designated by the
Administrative Agent or any Lender to visit and inspect any of its properties,
corporate books and financial reports and to discuss its affairs, finances and
accounts with its principal officers and independent certified public
accountants, all at reasonable times, at reasonable intervals and with
reasonable prior notice.

                  SECTION 5.08. Observe All Laws. The Borrower will, and will
cause each of the Subsidiaries to, conform to and duly observe, and use
reasonable efforts to cause all Contract Providers to conform to and duly
observe, all laws, rules and regulations and all other valid requirements of
any regulatory authority with respect to the conduct of its business,
including Titles XVIII and XIX of the Social Security Act, Medicare
Regulations, Medicaid Regulations and all laws, rules and regulations of
Governmental Authorities (including all laws, rules and regulations pertaining
to the licensing of professional and other health care providers and all
Environmental Laws), except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.09. Governmental Licenses. The Borrower will, and
will cause each of the Subsidiaries to, obtain and maintain, and use
reasonable efforts to cause all Contract Providers to obtain and maintain, all
material licenses, permits, certifications and approvals of all applicable
Governmental Authorities as are required for the conduct of its business as
currently conducted and herein contemplated, including material professional
licenses, Medicaid Certifications and Medicare Certifications, except where
the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.

                  SECTION 5.10. Notice of Material Events. Upon the Borrower's
obtaining knowledge of (i) any Default or Event of Default or (ii) any event,
development or occurrence that has resulted in, or could reasonably be
expected to have, a Material Adverse Effect, then in each case the Borrower
shall promptly notify the Administrative Agent of the nature thereof, the
period of existence thereof, and what action the Borrower or such Subsidiary
proposes to take with respect thereto.

                  SECTION 5.11. Suits or Other Proceedings. Upon the
Borrower's obtaining knowledge of the filing or commencement of, or any
written notice of intention of any Person to commence or file, any action,
suit or proceeding, whether in law or in equity, (i) against the Borrower or
any Subsidiary, or any attachment, levy, execution or other process being
instituted against any assets of the Borrower or any Subsidiary, which could
reasonably be expected to have a Material Adverse Effect or (ii) against the
Borrower, any Subsidiary or any Contract Provider to suspend, revoke or
terminate any Medicaid Provider Agreement, Medicaid Certification, Medicare
Provider Agreement or Medicare Certification, which could reasonably be
expected to have a Material Adverse Effect, the Borrower shall promptly
provide the Administrative Agent with written notice thereof stating the
nature and status of such litigation, dispute, proceeding, levy, execution or
other process.

                  SECTION 5.12. Notice of Discharge of Hazardous Material or
Environmental Complaint. The Borrower will, and will cause the Subsidiaries
to, promptly provide to the Administrative Agent true, accurate and complete
copies of any and all notices, complaints, orders, directives, claims, or
citations received by the Borrower or any Subsidiary relating to any of the
following which is likely to have a Material Adverse Effect: (a) violation or
alleged violation by the Borrower or any Subsidiary of any applicable
Environmental Law; (b) Release or threatened Release by the Borrower or any
Subsidiary, or at any Facility or property owned or leased or operated by the
Borrower or any Subsidiary, of any Hazardous Material; or (c) any
Environmental Liability.

                  SECTION 5.13. Ratings. Promptly after the Supplemental Audit
Report Date, and in any event no later than March 31, 2006, the Borrower shall
obtain ratings from each of S&P and Moody's with respect to the Loans.

                                  ARTICLE VI

                             Negative Covenants

                  Until the principal of and interest on each Loan and all
fees payable hereunder have been paid in full, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 6.01. Leverage Ratio. The Borrower will not permit
the Leverage Ratio at any time during any period set forth below to exceed the
ratio set forth below opposite such period:

         Period                                                Maximum Ratio
         ------                                                -------------
         Effective Date to December 31, 2006                   5.75 to 1.00
         January 1, 2007 to December 31, 2007                  5.50 to 1.00
         January 1, 2008 to December 31, 2008                  5.25 to 1.00
         After December 31, 2008                               5.00 to 1.00

                  SECTION 6.02. Indebtedness; Subsidiary Preferred Stock. (a)
After the Effective Date, (i) the Borrower shall not, and shall not permit any
of the Subsidiaries to, directly or indirectly, create, incur, issue, assume
or otherwise become liable with respect to (collectively, "incur"), any
Indebtedness (including Acquired Indebtedness) and (ii) the Borrower shall not
permit any of its Subsidiaries to issue (except to the Borrower or any of its
Subsidiaries) or create any Preferred Stock or permit any Person (other than
the Borrower or a Subsidiary) to own or hold any interest in any Preferred
Stock of any such Subsidiary; provided, however, that, after the Borrower has
delivered financial statements under Section 5.01(a)(ii) or 5.01(a)(iii) after
the Audit Report Date covering a period of at least four fiscal quarters, the
Borrower may incur Indebtedness and may permit Subsidiaries to issue Preferred
Stock in accordance with, and subject to, Section 6.02(c) if, after giving
effect thereto on a pro forma basis as if the incurrence of such additional
Indebtedness or the issuance of such Preferred Stock (deemed to have an
aggregate principal amount equal to the aggregate liquidation value of such
Preferred Stock), as the case may be, and the application of the net proceeds
therefrom, had occurred at the beginning of the most recently ended period of
four consecutive fiscal quarters for which financial statements have been
delivered after the Audit Report Date pursuant to Section 5.01(a)(ii) or
5.01(a)(iii), (i) the Interest Coverage Ratio for such period of four
consecutive fiscal quarters would be at least 2.5 to 1, and (ii) the Borrower
shall be in pro forma compliance with Section 6.01.

                  (b) Notwithstanding the foregoing, and irrespective of the
Interest Coverage Ratio, in addition to Existing Indebtedness: (i) the
Borrower may incur Indebtedness under this Agreement; (ii) the Borrower and
the Subsidiaries may incur Indebtedness under the Senior Secured Credit
Agreement, including Liens securing, and Guarantees of, "Obligations" as
defined in the Senior Secured Credit Agreement, any other obligations under
the Senior Secured Credit Agreement and any Refinancing Indebtedness in
respect of any of such Obligations or other obligations; (iii) the Borrower
and the Subsidiaries may incur Refinancing Indebtedness; (iv) the Borrower may
incur any Indebtedness to any Subsidiary or any Subsidiary may incur any
Indebtedness to the Borrower or to any Subsidiary; (v) the Borrower may incur
any Indebtedness evidenced by letters of credit which are used in the ordinary
course of business of the Borrower and its Subsidiaries; (vi) the Borrower and
its Subsidiaries may incur Capitalized Lease Obligations, purchase money debt
and Attributable Indebtedness, in each case excluding Existing Indebtedness
and Attributable Indebtedness in respect of Specified Sale and Leaseback
Transactions and Attributable Indebtedness in respect of Sale and Leaseback
Transactions in respect of fixed or capital assets that are consummated within
180 days after the acquisition or completion of the applicable fixed or
capital assets, in an aggregate principal amount at any one time outstanding
not to exceed the greater of $150,000,000 and 10% of Consolidated Tangible
Assets of the Borrower as of the end of the most recent fiscal quarter for
which financial statements of the Borrower have been delivered after the Audit
Report Date under Section 5.01(a)(ii) or 5.01(a)(iii); (vii) the Borrower may
incur Indebtedness evidenced by the Settlement Notes; (viii) the Borrower may
enter into Swap Agreements in accordance with Section 6.13; (ix) the Borrower
may incur other Indebtedness in an aggregate principal amount outstanding at
any time that, taken together with Indebtedness and Attributable Indebtedness
incurred under the immediately preceding clause (vi) and Section 6.12, does
not exceed the greater of $150,000,000 and 10% of Consolidated Tangible Assets
of the Borrower as of the end of the most recent fiscal quarter for which
financial statements of the Borrower have been delivered after the Audit
Report Date under Section 5.01(a)(ii) or 5.01(a)(iii); and (x) the Borrower
and its Subsidiaries may enter into guarantees of Indebtedness of Subsidiaries
and the Borrower that is otherwise permitted hereunder.

                  (c) Notwithstanding the foregoing clauses (a) and (b), the
Borrower may permit any Subsidiary which is an entity formed to operate one or
more healthcare facilities to issue or create Capital Stock, provided that the
aggregate amount of all such Capital Stock that is Preferred Stock outstanding
after giving effect to such issuance or creation shall not exceed $25,000,000.

                  SECTION 6.03. Disposition of Assets. (a) The Borrower shall
not, and shall not permit any Subsidiary to, consummate any Asset Sale, except
for the Digital Hospital Transaction, the Permitted Asset Sale and Specified
Sale and Leaseback Transactions unless (i) the Borrower or such Subsidiary
receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the assets included in such Asset Sale, (ii) immediately
before and immediately after giving effect to such Asset Sale, no Default or
Event of Default shall have occurred and be continuing and (iii) at least 75%
of the consideration received by the Borrower or such Subsidiary therefor is
in the form of cash paid at the closing thereof, provided, however, that this
clause (iii) shall not apply (A) if, after giving effect to such Asset Sale,
the aggregate principal amount of all notes or similar debt obligations and
the Fair Market Value of all equity securities and other non-cash
consideration received by the Borrower from all Asset Sales since the
Effective Date (other than (1) non-cash consideration received in Asset Sales
covered by the following clause (B) and (2) such notes or similar debt
obligations and such equity securities converted into or otherwise disposed of
for cash) would not exceed the greater of $25,000,000 and 2.5% of Consolidated
Tangible Assets of the Borrower as of the end of the most recent fiscal
quarter for which financial statements of the Borrower shall have been
delivered after the Audit Report Date under Section 5.01(a)(ii) or
5.01(a)(iii) and (B) to Asset Sales for which the non-cash consideration
exceeds 25%, the Net Proceeds of which do not exceed $25,000,000 in the
aggregate. The amount (without duplication) of any (x) Indebtedness (other
than Subordinated Indebtedness) of the Borrower or such Subsidiary that is
expressly assumed by the transferee in such Asset Sale and with respect to
which the Borrower or such Subsidiary, as the case may be, is unconditionally
released by the holder of such Indebtedness and (y) any notes, securities or
similar obligations or items of property received from such transferee that
are promptly converted, sold or exchanged by the Borrower or such Subsidiary
for cash (to the extent of the cash actually so received), shall be deemed to
be cash for purposes of this Section. If at any time any non-cash
consideration received by the Borrower or such Subsidiary, as the case may be,
in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such conversion or disposition shall
be deemed to constitute the date of an Asset Sale hereunder.

                  SECTION 6.04. Fundamental Changes. (a) The Borrower shall
not consolidate or merge with or into, or sell, lease, convey or otherwise
dispose of all or substantially all of its assets to, any Person unless: (i)
the Person formed by or surviving such consolidation or merger (if other than
the Borrower), or to which such sale, lease, conveyance or other disposition
or assignment shall be made (collectively, the "Successor"), is a corporation
organized and existing under the laws of the United States or any State
thereof or the District of Columbia, and the Successor assumes by an
assumption agreement in a form satisfactory to the Administrative Agent all
the Obligations and all other obligations of the Borrower under each Loan
Document; (ii) immediately after giving effect to such consolidation, merger,
sale, lease, conveyance or other disposition or assignment and the use of any
net proceeds therefrom on a pro forma basis as if it had occurred at the
beginning of the most recently ended period of four consecutive fiscal
quarters, no Default or Event of Default shall have occurred and be
continuing; (iii) immediately after giving effect to such consolidation,
merger, sale, lease, conveyance or other disposition or assignment and the use
of any net proceeds therefrom on a pro forma basis as provided above, the
Consolidated Net Worth of the Borrower or the Successor, as the case may be,
would be at least equal to the Consolidated Net Worth of the Borrower
immediately prior to such transaction; (iv) the Borrower has delivered
financial statements after the Audit Report Date under Section 5.01(a)(ii) or
5.01(a)(iii) and immediately after giving effect to such consolidation,
merger, sale, lease, conveyance or other disposition or assignment and the use
of any net proceeds therefrom on a pro forma basis as provided above, the
Interest Coverage Ratio of the Borrower or the Successor, as the case may be,
would be at least 2.0 to 1; (v) the Borrower's credit ratings from S&P and
Moody's shall not be reduced, or the outlook applicable to such ratings made
less positive, as a result of such consolidation, merger, sale, lease,
conveyance or other disposition or assignment and the use of any net proceeds
therefrom, and each of S&P and Moody's shall have reaffirmed its rating in
effect prior to such consolidation, merger, sale, lease, conveyance or other
disposition or assignment; and (vi) the Borrower shall have delivered to the
Administrative Agent an Officer's Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, lease, conveyance or other
disposition or assignment complies with the provisions of this Agreement.

                  (b) The Borrower will not, and will cause the Subsidiaries
not to, engage in any business other than the business now being conducted by
the Borrower and the Subsidiaries and other businesses directly related or
complementary to such business.

                  SECTION 6.05. Liens. The Borrower will not, and will not
permit any of the Subsidiaries to, incur, create, assume or permit to exist
any Lien upon any of its accounts receivable, contract rights, chattel paper,
inventory, equipment, instruments, general intangibles or other property or
assets of any character, whether now owned or hereafter acquired, or assign or
sell any income or receivables (including accounts receivable) or rights in
respect thereof, other than (a) Permitted Liens, (b) Liens securing
"Obligations" as defined in the Senior Secured Credit Agreement, any other
obligations under the Senior Secured Credit Agreement and any Refinancing
Indebtedness in respect of any of such Obligations or other obligations, (c)
Liens existing on the Effective Date and set forth on Schedule 6.05, provided
that (i) such Liens shall secure only those obligations which they secure on
the Effective Date and extensions, renewals and replacements thereof that do
not increase the outstanding principal amount thereof and (ii) such Liens
shall extend only to the assets to which they apply on the Effective Date, (d)
Liens on property, plant and equipment acquired, constructed or improved by
the Borrower or any Subsidiary; provided that (i) such Liens and the
Indebtedness secured thereby are incurred prior to or within 90 days after
such acquisition or the completion of such construction or improvement and
(ii) such Liens shall not apply to any other property or assets of the
Borrower or any Subsidiary, (e) Liens on any capital stock of any Subsidiary
and (f) Liens that are not permitted by any other clause of this Section;
provided that at the time any Lien is created under this clause (e), the
aggregate amount of such Lien and all other Liens permitted under this clause
(e) (measured, as to each such Lien, as the lesser of the amount secured by
such Lien and the fair market value at such time of the assets subject to such
Lien), shall not exceed the greater of $50,000,000 and 10% of Consolidated
Tangible Assets of the Borrower as of the end of the most recent fiscal
quarter for which financial statements of the Borrower have been delivered
after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii).

                  SECTION 6.06. Restrictive Agreements. The Borrower will not,
and will not permit any of the Subsidiaries to, directly or indirectly, enter
into or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its
property or assets (other than on terms substantially similar to, and no less
favorable to the Lenders than, those in the Indentures), or the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien on any
capital stock of any Subsidiary owned by it, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares
of its capital stock or to make or repay loans or advances to the Borrower or
any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions
and conditions imposed by law or by this Agreement, (ii) the foregoing shall
not apply to restrictions and conditions existing on the Effective Date
identified on Schedule 6.06 (or any extension or renewal thereof (other than
any amendment or modification expanding the scope of, any such restriction or
condition)), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of assets or a
Subsidiary pending such sale, provided that such restrictions and conditions
apply only to the assets or Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof and (v) the foregoing shall not apply to restrictions and conditions
under any agreement evidencing any Acquired Indebtedness that was permitted to
be incurred pursuant to this Agreement and which was not incurred in
anticipation or contemplation of the related acquisition, provided that such
restrictions and encumbrances only apply to assets that were subject to such
restrictions and encumbrances prior to the acquisition of such assets by the
Borrower or its Subsidiaries.

                  SECTION 6.07. Restricted Payments; Certain Prepayments of
Indebtedness. (a) The Borrower shall not, and shall not permit any of its
Subsidiaries, directly or indirectly, to make any Restricted Payment;
provided, however, that the Borrower may, and may permit any of its
Subsidiaries to, make Restricted Payments in the ordinary course of business
if (i) at the time of and after giving effect to such Restricted Payment no
Default shall not have occurred and be continuing and (ii) the amount of such
Restricted Payment, when added to the aggregate amount of all Restricted
Payments made during the same Fiscal Year, does not exceed the greater of
$25,000,000 and 1.5% of Consolidated Tangible Assets of the Borrower as of the
end of the most recent fiscal quarter for which financial statements of the
Borrower have been delivered after the Audit Report Date under Section
5.01(a)(ii) or 5.01(a)(iii).

                  (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to pay or make, directly or indirectly, any
payment or other distribution (whether in cash, securities or other property)
of or in respect of principal of or interest on any Indebtedness, or any
payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Indebtedness, except:

                  (i) payments of Indebtedness created under this Agreement;

                  (ii) payments of Indebtedness under the Senior Secured
     Credit Agreement and Refinancing Indebtedness in respect thereof;

                  (iii) mandatory payments of principal, premium and interest
     as and when due in respect of any Indebtedness;

                  (iv) any payment or prepayment of Indebtedness with the
     proceeds of Refinancing Indebtedness;

                  (v) payments of secured Indebtedness that becomes due as a
     result of the voluntary sale or transfer of the property or assets
     securing such Indebtedness;

                  (vi) payments of Acquired Indebtedness;

                  (vii) after the Borrower has delivered financial statements
     after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii),
     repurchases, redemptions or prepayments of Indebtedness of the Borrower
     or any Subsidiary in amounts that do not, in the aggregate for all such
     repurchases, redemptions and prepayments after the date of this
     Agreement, exceed the greater of $100,000,000 and 5% of Consolidated
     Tangible Assets of the Borrower as of the end of the most recent fiscal
     quarter for which financial statements of the Borrower have been
     delivered after the Audit Report Date under Section 5.01(a)(ii) or
     5.01(a)(iii); provided, that, immediately prior to and immediately after
     giving effect to each such repurchase or prepayment no Default shall have
     occurred and be continuing;

                  (viii) payments of Indebtedness owed to the Borrower or a
     Subsidiary; and

                  (ix) redemptions or repayments of 2005 Notes.

                  SECTION 6.08. Compliance with ERISA. The Borrower will not,
and will not permit any of the Subsidiaries to:

                  (a) permit the present value of all benefit liabilities
     under all Pension Plans to exceed the current value of the assets of such
     Pension Plans allocable to such benefit liabilities;

                  (b) permit any accumulated funding deficiency (as defined in
     Section 302 of ERISA or Section 412 of the Code) with respect to any
     Pension Plan, whether or not waived;

                  (c) fail to make any contribution or payment to any
     Multiemployer Plan that the Borrower, a Subsidiary or any ERISA Affiliate
     may be required to make under any agreement relating to such
     Multiemployer Plan, or any law pertaining thereto;

                  (d) with respect to any Pension Plan, Employee Benefit Plan,
     engage, or permit any Subsidiary or any ERISA Affiliate to engage, in any
     "prohibited transaction", as defined in Section 406 of ERISA or Section
     4975 of the Code, for which a civil penalty pursuant to Section 502(i) of
     ERISA or a tax pursuant to Section 4975 of the Code may be imposed;

                  (e) permit the establishment of any Employee Benefit Plan
     providing post-retirement welfare benefits or establish or amend any
     Employee Benefit Plan which establishment or amendment could result in
     liability to the Borrower, any Subsidiary or any ERISA Affiliate or
     increase the obligation of the Borrower, any Subsidiary or any ERISA
     Affiliate to a Multiemployer Plan if such liability or increase,
     individually or together with all similar liabilities and increases, is
     in excess of $5,000,000; or

                  (f) fail, or permit any Subsidiary or any ERISA Affiliate to
     fail, to establish, maintain and operate each Employee Benefit Plan in
     compliance in all material respects with the provisions of ERISA, the
     Code and all other applicable laws and the regulations and
     interpretations thereof.

                  SECTION 6.09. Fiscal Year. The Borrower will not change its
fiscal year to a date other than December 31st, nor will it permit any
Subsidiary to change its fiscal year (other than a change to conform the
fiscal year of a Subsidiary to that of the Borrower).

                  SECTION 6.10. Dissolution, etc. The Borrower will not, and
will not permit any Subsidiary to, wind up, liquidate or dissolve (voluntarily
or involuntarily) or commence or suffer any proceedings seeking any such
winding up, liquidation or dissolution, except, in the case of a Subsidiary,
(i) in connection with a merger or consolidation not prohibited by Section
6.04 or (ii) where the liquidation or dissolution of a Subsidiary occurs in
the ordinary course of business, is determined by the Borrower in good faith
to be in the best interests of the Borrower and is not materially
disadvantageous to the Lenders.

                  SECTION 6.11. Transactions with Affiliates. Neither the
Borrower nor any of its Subsidiaries shall, directly or indirectly, in one
transaction or a series of transactions, make any loan, advance, Guarantee or
capital contribution to, or for the benefit of, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or for the benefit
of, or purchase or lease any property or assets from, or enter into or amend
any contract, agreement or understanding with, or for the benefit of, any
Affiliate of the Borrower or any of its Subsidiaries or any Person (or any
Affiliate of such Person) holding 5% or more of the Common Equity of the
Borrower or any of its Subsidiaries, other than transactions in the ordinary
course between the Borrower and its Subsidiaries or among Subsidiaries of the
Borrower (an "Affiliate Transaction"), unless the terms of such Affiliate
Transactions are fair and reasonable to the Borrower or such Subsidiary, as
the case may be, and are at least as favorable as the terms which could be
obtained by the Borrower or such Subsidiary, as the case may be, in a
comparable transaction made on an arm's-length basis between unaffiliated
parties.

                  SECTION 6.12. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any Subsidiary to, enter into any Sale and
Leaseback Transaction other than Specified Sale and Leaseback Transactions
unless, as of any date and after giving effect to such Sale and Leaseback
Transaction, the aggregate outstanding Attributable Indebtedness in respect of
Sale and Leaseback Transactions (other than any Specified Sale and Leaseback
Transactions and any Sale and Leaseback Transaction in respect of a fixed or
capital asset that is consummated within 180 days after the acquisition or
completion of such fixed or capital asset), together with the aggregate amount
of all Liens incurred, created, assumed or permitted to exist pursuant to
clause (d) of Section 6.05, does not exceed the greater of $150,000,000 and
10% of Consolidated Tangible Assets of the Borrower as of the end of the most
recent fiscal quarter for which financial statements of the Borrower have been
delivered after the Audit Report Date under Section 5.01(a)(ii) or
5.01(a)(iii).

                  SECTION 6.13. Swap Agreements. The Borrower will not enter
into any Swap Agreement and will not permit any Swap Agreement to which the
Borrower is a party to continue in effect after the Effective Date, except for
(a) Swap Agreements entered into to hedge or mitigate risks to which the
Borrower or any Subsidiary has actual exposure (other than those in respect of
Capital Stock of the Borrower or any Subsidiary) and (b) Swap Agreements
entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of
the Borrower or any Subsidiary. The Borrower will not permit any Subsidiary to
enter into any Swap Agreement and will not permit any Swap Agreement to which
a Subsidiary is a party to continue in effect after the Effective Date.

                  SECTION 6.14. Management Contracts. Except for Facilities
which, in the reasonable judgment of the Borrower, are no longer useful or
profitable in the business of the Borrower and the Subsidiaries and that can
be disposed of more economically by contracting for the management thereof by
a third Person, the Borrower will not, and will cause the Subsidiaries not to,
enter into any agreement whereby the management, supervision or control of its
business or any Facility shall be delegated to or placed in any persons other
than its governing body and officers, partners and members, the Borrower or a
Subsidiary.

                  SECTION 6.15. Use of Proceeds. The Borrower will not use the
proceeds of the Loans for any purpose other than to refinance the 2005 Notes
and pay fees and expenses related to the Loans.

                  SECTION 6.16. Amendment of Material Agreements. The Borrower
will not, nor will it permit any Subsidiary to permit any waiver, supplement,
modification, amendment, termination or release of (a) any Settlement
Agreement, any Indenture or the Senior Subordinated Credit Agreement or (b)
its certificate of incorporation, by-laws or other organizational documents,
in each of clauses (a) and (b), in a manner which could, individually or in
the aggregate, reasonably be expected to be adverse to the Lenders in any
material respect.

                  SECTION 6.17. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures (other than those funded with
proceeds of asset sales or insurance) in any Fiscal Year in an aggregate
amount exceeding $250,000,000.


                                 ARTICLE VII

                             Events of Default

                  If any of the following events ("Events of Default")
shall occur:

                  (a) the Borrower shall fail to pay any principal of any
     Loan, whether at the due date thereof or at a date fixed for prepayment
     thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan
     or any fee or any other amount (other than an amount referred to in
     clause (a) of this Article) payable under this Agreement, when and as the
     same shall become due and payable, and such failure shall continue
     unremedied for a period of three Business Days;

                  (c) any representation or warranty made or deemed made by or
     on behalf of the Borrower or any Subsidiary in or in connection with this
     Agreement or any amendment or modification hereof or waiver hereunder, or
     any purported statement of fact contained in any report, certificate,
     financial statement or other document furnished pursuant to or in
     connection with this Agreement or any amendment or modification hereof or
     waiver hereunder, shall prove to have been incorrect in any material
     respect when made or delivered or deemed made or delivered;

                  (d) the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in Section 1.05, 5.01(a)(vii),
     (viii) or (ix) (with respect to the Borrower's existence), 5.01(b), 5.10,
     5.11, 5.12, 5.13 or 9.14 or in Article VI;

                  (e) the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in this Agreement or any other
     Loan Document (other than those specified in clause (a), (b) or (d) of
     this Article), and such failure shall continue unremedied for a period of
     30 days after notice thereof from the Administrative Agent to the
     Borrower (which notice will be given at the request of any Lender);

                  (f) the Borrower or any Subsidiary shall fail to make any
     payment (whether of principal or interest and regardless of amount) in
     respect of any Material Indebtedness or under any Settlement Agreement,
     when and as the same shall become due and payable;

                  (g) any event or condition occurs that results in any
     Material Indebtedness (other than Indebtedness under this Agreement) or
     any obligations under any Settlement Agreement becoming due or being
     required to be prepaid, repurchased, redeemed or defeased prior to its or
     their scheduled maturity; provided that this clause (g) shall not apply
     to secured Indebtedness that becomes due as a result of the voluntary
     sale or transfer of the property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed seeking (i) liquidation,
     reorganization or other relief in respect of the Borrower or any Material
     Group of its debts, or of a substantial part of its assets, under any
     Federal, state or foreign bankruptcy, insolvency, receivership or similar
     law now or hereafter in effect or (ii) the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar official for the
     Borrower or any Material Group or for a substantial part of its assets,
     and, in any such case, such proceeding or petition shall continue
     undismissed for 60 days or an order or decree approving or ordering any
     of the foregoing shall be entered;

                  (i) the Borrower or any Material Group shall (i) voluntarily
     commence any proceeding or file any petition seeking liquidation,
     reorganization or other relief under any Federal, state or foreign
     bankruptcy, insolvency, receivership or similar law now or hereafter in
     effect, (ii) consent to the institution of, or fail to contest in a
     timely and appropriate manner, any proceeding or petition described in
     clause (h) of this Article, (iii) apply for or consent to the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for the Borrower or any Material Group or for a substantial part
     of its assets, (iv) file an answer admitting the material allegations of
     a petition filed against it in any such proceeding, (v) make a general
     assignment for the benefit of creditors or (vi) take any action for the
     purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Group shall become unable,
     admit in writing its inability or fail generally to pay its debts as they
     become due;

                  (k) (i) one or more judgments for the payment of money in an
     aggregate amount in excess of $25,000,000 shall be rendered against the
     Borrower, any Subsidiary or any combination thereof and the same shall
     remain undischarged for a period of 30 consecutive days during which
     execution shall not be effectively stayed, or (ii) any action shall be
     legally taken by a judgment creditor which could reasonably be expected
     to result in the attachment or levy upon any material assets of the
     Borrower or any Subsidiary to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion
     of the Required Lenders, when taken together with all other ERISA Events
     that have occurred, could reasonably be expected to result in liability
     of the Borrower and its Subsidiaries in an aggregate amount exceeding (i)
     $25,000,000 in any year or (ii) $50,000,000 for all periods;

                  (m) a Change of Control shall occur;

                  (n) the Borrower or any Subsidiary shall have received a
     notice, order or judgment from or of a Governmental Authority that
     temporarily or permanently suspends the operations of the business of the
     Borrower or a Subsidiary (due to a violation of applicable law or
     otherwise), which suspension could reasonably be expected to result in a
     Material Adverse Effect, or the Borrower or any Subsidiary shall
     otherwise, other than in the ordinary course of business (as determined
     by past practices), suspend all or any part of its operations material to
     the conduct of the business of the Borrower and the Subsidiaries, taken
     as a whole, for a period of more than 60 days;

                  (o) there shall occur (i) any cancellation, revocation,
     suspension or termination of any Medicare Certification, Medicare
     Provider Agreement, Medicaid Certification or Medicaid Provider Agreement
     affecting the Borrower, any Subsidiary or any Contract Provider, or (ii)
     the loss of any other permits, licenses, authorizations, certifications
     or approvals from any federal, state or local Governmental Authority or
     termination of any contract with any such authority, in either case which
     cancellation, revocation, suspension, termination or loss (A) in the case
     of any suspension or temporary loss only, continues for a period greater
     than 60 days, and (B) results in the suspension or termination of
     operations of the Borrower or any Subsidiary or in the failure of the
     Borrower or any Subsidiary or any Contract Provider to be eligible to
     participate in Medicare or Medicaid programs or to accept assignments of
     rights to reimbursement under Medicaid Regulations or Medicare
     Regulations, if and only if such Person, in the ordinary course of
     business, participates in the Medicare or Medicare programs or accepts
     assignments of rights to reimbursement thereunder; provided that any such
     events described in this clause (o) shall constitute an Event of Default
     only if such event shall result, either individually or in the aggregate,
     in the termination, cancellation, suspension or material impairment of
     operations or rights to reimbursement which produce 5% or more of the
     Borrower's gross revenues (on an annualized basis) or 5% of Consolidated
     EBITDA for the most recently ended four fiscal quarter period of the
     Borrower;

                  (p) the Audit Report Date shall not have occurred on or
     before June 30, 2005; or the Supplemental Audit Report Date shall not
     have occurred on or before December 31, 2005; or

                  (q) the Borrower or any Subsidiary shall be subject to a
     criminal indictment.

then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and
all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower;
and in case of any event with respect to the Borrower described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower.

                                 ARTICLE VIII

                          The Administrative Agent

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent
to take such actions on its behalf and to exercise such powers as are
delegated to them by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent shall have
the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent,
and such bank and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers that,
under the terms of the Loan Documents, the Administrative Agent is required
to exercise as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances, as
provided in Section 9.02), and (c) except as expressly set forth in the
Loan Documents, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at
the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or wilful
misconduct. The Administrative Agent shall not be deemed to have knowledge
of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report or
other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by them,
and shall not be liable for any action taken or not taken by them in
accordance with the advice of any such counsel, accountants or experts.

                  The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by it. The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers
through its respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as
Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor; provided that such
consultation with the Borrower shall not be required if an Event of Default
has occurred and is continuing at the time of such appointment. If no
successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a Lender, a bank with an office in New
York, New York, or an Affiliate of any such Lender or bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of
them while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Loan Document, any related agreement
or any document furnished hereunder or thereunder.

                                  ARTICLE IX

                               Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as
follows:

                  (i) if to the Borrower, to it at One HealthSouth Parkway,
     Birmingham, AL 35243, Attention of John Workman (Telecopy No. (205)
     969-7582; Telephone No. (205) 970-7900);

                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
     N.A., JPMorgan Loan Services, 1111 Fannin, 10th Floor, Houston, TX 77002,
     Attention of Marlies Iida (Telecopy No. (713) 750-2892; Telephone No.
     (713) 750-2353), with a copy to JPMorgan Chase Bank, N.A., 270 Park
     Avenue, New York 10017, Attention of Dawn LeeLum (Telecopy No. (212)
     270-3279; Telephone No. (212) 270-2472);

                  (iii) if to any other Lender, to it at its address (or
     telecopy number) set forth in its Administrative Questionnaire.

                  (b) Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.

                  (c) Any party hereto may change its address or telecopy
number for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto
in accordance with the provisions of this Agreement shall be deemed to have
been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay
by either Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision
of this Agreement or any other Loan Document or consent to any departure
therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall
not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) None of this Agreement, any Loan Document or any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce or forgive the principal amount of any Loan or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the maturity
of any Loan, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
permit an Interest Period in excess of six months, without the written consent
of each Lender affected thereby, (iv) change Section 2.13(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender or (v) change any of the provisions
of this Section or the percentage set forth in the definition of "Required
Lenders" or any other provision of any Loan Document specifying the number or
percentage of Lenders (or Lenders) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder
without the written consent of each Lender, provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent without the prior written consent of the Administrative
Agent. Notwithstanding the foregoing or any other provision of this Agreement,
any provision of this Agreement may be amended by an agreement in writing
entered into by the Borrower, the Required Lenders and the Administrative
Agent if (x) by the terms of such agreement the Commitment of each Lender not
consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (y) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Syndication Agent, the Co-Lead Arrangers and Joint
Bookrunners named on the cover page of this Agreement (who shall be third
party beneficiaries of the agreements contained in this Section)
(collectively, the "Agent/Arranger Parties") and their respective Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for any such Person, in connection with the
enforcement or protection of its or their rights in connection with this
Agreement and the other Loan Documents, including its or their rights under
this Section, or in connection with the Loans made hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations.

                  (b) The Borrower shall indemnify each Agent/Arranger Party,
each Lender and their respective Affiliates and each Related Party of any of
the foregoing Persons (each such Person being called an "Indemnitee") against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with or as a result of
(i) the execution or delivery of any Loan Document or any agreement or
instrument contemplated hereby, the performance by the parties to the Loan
Documents of their respective obligations thereunder or the consummation of
the Transactions or any other transactions contemplated hereby or by any other
Loan Document, (ii) any Loan or the use of the proceeds thereof, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Borrower or any Subsidiary, or any
Environmental Liability related in any way to the Borrower or any Subsidiary,
or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing (including any such claim,
litigation, investigation or proceeding brought by or on behalf of the
Borrower or any of its Related Parties), whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of
such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent/Arranger Party, or to any Affiliate or
Related Party of any such Person, under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to such Person such Lender's Contribution
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount.

                  (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, (i) on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, any Loan Document or any agreement or instrument
contemplated thereby, the Transactions, any Loan or the use of the proceeds
thereof or (ii) for any damages arising from the use by others of Information
or other materials obtained through electronic, telecommunications or other
information transmission systems.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except
that (i) the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants (to the extent provided in
paragraph (c) of this Section) and Indemnitees and other Persons entitled to
expense reimbursement and indemnification under Section 9.03) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund (as defined below) and,
in any case, not to be unreasonably withheld or delayed) of (i) the Borrower;
provided that, if an Event of Default has occurred and is continuing, no
consent of the Borrower shall be required, and (ii) the Administrative Agent.

                  (ii) Assignments shall be subject to the following
     additional conditions:

                  (A) except in the case of an assignment to a Lender or an
     Affiliate of a Lender or an assignment of the entire remaining amount of
     the assigning Lender's Loans (which remaining amount shall be deemed to
     include, for purposes of this clause, the aggregate amount of Loans held
     by any Affiliate of the assigning Lender), the amount of Loans of the
     assigning Lender subject to each such assignment (determined as of the
     date the Assignment and Assumption with respect to such assignment is
     delivered to the Administrative Agent) shall not be less than $1,000,000
     unless both the Borrower and the Administrative Agent otherwise consent,
     provided that in the event of concurrent assignments to two or more
     assignees that are Affiliates of one another, or to two or more Approved
     Funds managed by the same investment advisor or by affiliated investment
     advisors, all such concurrent assignments shall be aggregated in
     determining compliance with this subsection and; provided, further that
     no consent of the Borrower shall be required if an Event of Default has
     occurred and is continuing;

                  (B) each partial assignment shall be made as an assignment
     of a proportionate part of all the assigning Lender's rights and
     obligations under this Agreement;

                  (C) the parties to each assignment shall execute and deliver
     to the Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500; provided that in the event of
     concurrent assignments to two or more assignees that are Affiliates of
     one another, or to two or more Approved Funds managed by the same
     investment advisor or by affiliated investment advisors, only one such
     fee shall be payable;

                  (D) the assignee, if it shall not be a Lender, shall deliver
     to the Administrative Agent an Administrative Questionnaire; and

                  (E) in the case of an assignment by a Lender to a CLO (as
     defined below) managed by such Lender or by an Affiliate of such Lender,
     unless such assignment (or an assignment to a CLO managed by the same
     manager or an Affiliate of such manager) shall have been approved by the
     Borrower (the Borrower hereby agreeing that such approval, if requested,
     will not be unreasonably withheld or delayed), the assigning Lender shall
     retain the sole right to approve any amendment, modification or waiver of
     any provision of this Agreement, except that the Assignment and
     Assumption between such Lender and such CLO may provide that such Lender
     will not, without the consent of such CLO, agree to any amendment,
     modification or waiver described in the first proviso to Section 9.02(b)
     that affects such CLO.

                  For purposes of this Section, the terms "Approved Fund"
and "CLO" have the following meanings:

                  "Approved Fund" means (a) with respect to any Lender, a
CLO managed by such Lender or by an Affiliate of such Lender and (b) with
respect to any Lender that is a fund which invests in bank loans and
similar extensions of credit, any other fund that invests in bank loans and
similar extensions of credit and is managed by the same investment advisor
as such Lender or by an Affiliate of such investment advisor.

                  "CLO" means any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course and is administered or managed by a Lender or
an Affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant
     to paragraph (b)(iv) of this Section, from and after the effective date
     specified in each Assignment and Assumption the assignee thereunder shall
     be a party hereto and, to the extent of the interest assigned by such
     Assignment and Assumption, have the rights and obligations of a Lender
     under this Agreement, and the assigning Lender thereunder shall, to the
     extent of the interest assigned by such Assignment and Assumption, be
     released from its obligations under this Agreement (and, in the case of
     an Assignment and Assumption covering all of the assigning Lender's
     rights and obligations under this Agreement, such Lender shall cease to
     be a party hereto but shall continue to be entitled to the benefits of
     Sections 2.10, 2.11, 2.12 and 9.03). Any assignment or transfer by a
     Lender of rights or obligations under this Agreement that does not comply
     with this Section 9.04 shall be treated for purposes of this Agreement as
     a sale by such Lender of a participation in such rights and obligations
     in accordance with paragraph (c) of this Section.

                  (iv) The Administrative Agent, acting for this purpose as an
     agent of the Borrower, shall maintain at one of its offices a copy of
     each Assignment and Assumption delivered to it and a register for the
     recordation of the names and addresses of the Lenders and the commitment
     of, and principal amount of the Loans owing to, each Lender pursuant to
     the terms hereof from time to time (the "Register"). The entries in the
     Register shall be conclusive, and the Borrower, the Administrative Agent
     and the Lenders may treat each Person whose name is recorded in the
     Register pursuant to the terms hereof as a Lender hereunder for all
     purposes of this Agreement, notwithstanding notice to the contrary. The
     Register shall be available for inspection by the Borrower and any
     Lender, at any reasonable time and from time to time upon reasonable
     prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
     Assumption executed by an assigning Lender and an assignee, the
     assignee's completed Administrative Questionnaire (unless the assignee
     shall already be a Lender hereunder), the processing and recordation fee
     referred to in paragraph (b) of this Section and any written consent to
     such assignment required by paragraph (b) of this Section, the
     Administrative Agent shall accept such Assignment and Assumption and
     record the information contained therein in the Register. No assignment
     shall be effective for purposes of this Agreement unless it has been
     recorded in the Register as provided in this paragraph.

                  (c) (i) Any Lender may, without the consent of the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso
to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii)
of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.10, 2.11 and 2.12 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by applicable law, each
Participant also shall be entitled to the benefits of Section 9.08 as though
it were a Lender, provided such Participant agrees to be subject to Section
2.13(c) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.10 or 2.12 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.12 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.12(e) as though it were a Lender.

                  (d) Any Lender may, without the consent of the Borrower or
the Administrative Agent, at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that any Agent or Lender may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid. The provisions of Sections 2.10, 2.11, 2.12 and 9.03
and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of
the Loans or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof, except that the provisions of any commitment and fee
letters between the Borrower and the other Persons serving as Administrative
Agent or named on the cover page of this Agreement shall continue in full
force and effect and shall not be superseded hereby. Except as provided in
Article IV, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrower against any of and all the obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured. The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to
Service of Process.

                  (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of
or relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by applicable law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative
Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against the Borrower or
its properties in the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to any Loan Document in
any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to
serve process in any other manner permitted by applicable law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. The Administrative Agent and
each Lender agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "Information" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the Effective Date, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

                  SECTION 9.13. Additional Agents. None of the Lenders or
other entities identified on the facing page of, signature pages of or
elsewhere in this Agreement as a Syndication Agent, Joint Bookrunner or
Co-Lead Arranger shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
other Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other entities so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

                  SECTION 9.14. Patriot Act. Each Lender hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in
accordance with the USA Patriot Act. The Borrower shall promptly, following a
request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender reasonably
requests in order to comply with its ongoing obligations under applicable
"know your customer" and anti-money laundering rules and regulations,
including the USA Patriot Act.

<PAGE>

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


                          HEALTHSOUTH CORPORATION,
                          By
                                    /s/ John Workman
                                   ---------------------------------------------
                                   Name:   John Workman
                                   Title:  Executive Vice President
                                           and Chief Financial Officer


                          JPMORGAN CHASE BANK, N.A., individually and as
                          Administrative Agent,
                          By
                                    /s/ Dawn Lee Lum
                                   ---------------------------------------------
                                   Name:   Dawn Lee Lum
                                   Title:  Vice President


                          CITICORP NORTH AMERICA, INC., individually and as
                          Syndication Agent,
                          By
                                    /s/ Richard Zogheb
                                   ---------------------------------------------
                                   Name:   Richard Zogheb
                                   Title:  Vice President

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                 HEALTHSOUTH TERM LOAN AGREEMENT


                 Name of Institution:      JP Morgan Chase Bank, N.A.
                                           --------------------------

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


                 Name of Institution:      Oppenheimer Senior Floating Rate Fund
                                           -------------------------------------

                                           by
                                            /s/ Lisa Chaffee
                                           -------------------------------------
                                           Name:   Lisa Chaffee
                                           Title:  AVP
</TEXT>
</DOCUMENT>
