Credit Agreement - HealthSouth Corp., JPMorgan Chase Bank, Wachovia Bank NA, UBS Warburg LLC, Deutsche Bank AG, ScotiaBanc Inc., Bank of America NA, JP Morgan Securities Inc. and Wachovia Securities


                                                                  EXECUTION COPY


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


                                CREDIT AGREEMENT

                                   dated as of

                                  June 14, 2002

                                      among

                            HEALTHSOUTH CORPORATION,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent,

                                UBS WARBURG LLC,
                                SCOTIABANC, INC.
                                       and

                                DEUTSCHE BANK AG,
                                SCOTIABANC, INC.
                                       and

                                DEUTSCHE BANK AG,
                                 NEW YORK BRANCH

                           as Co-Documentation Agents

                                       and

                             BANK OF AMERICA, N.A.,
                            as Senior Managing Agent

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

                           J.P. MORGAN SECURITIES INC.

                                       and

                              WACHOVIA SECURITIES,
                  as Joint Lead Arrangers and Joint Bookrunners

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





                                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........................................26
SECTION 1.05. Classification of Indebtedness................................27

                                   ARTICLE II

                                   The Credits
                                   -----------

SECTION 2.01. Commitments...................................................27
SECTION 2.02. Loans and Borrowings..........................................27
SECTION 2.03. Requests for Revolving Borrowings.............................28
SECTION 2.04. Letters of Credit.............................................29
SECTION 2.05. Funding of Borrowings.........................................35
SECTION 2.06. Interest Elections............................................36
SECTION 2.07. Termination and Reduction of Commitments......................37
SECTION 2.08. Repayment of Loans; Evidence of Debt..........................38
SECTION 2.09. Prepayment of Loans...........................................39
SECTION 2.10. Fees..........................................................40
SECTION 2.11. Interest......................................................41
SECTION 2.12. Alternate Rate of Interest....................................42
SECTION 2.13. Increased Costs...............................................42
SECTION 2.14. Break Funding Payments........................................44
SECTION 2.15. Taxes.........................................................45
SECTION 2.16. Payments Generally; Pro Rata Treatment;
                  Sharing of Setoffs........................................46
SECTION 2.17. Mitigation Obligations; Replacement of Lenders................49

                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

SECTION 3.01. Organization and Authority....................................50
SECTION 3.02. Execution; No Conflicts.......................................50
SECTION 3.03. Solvency......................................................51
SECTION 3.04. Subsidiaries..................................................52
SECTION 3.05. Ownership Interests...........................................52
SECTION 3.06. Financial Condition...........................................52
SECTION 3.07. Title to Properties...........................................53



SECTION 3.08. Taxes.........................................................53
SECTION 3.09. Other Agreements..............................................53
SECTION 3.10. Litigation....................................................54
SECTION 3.11. Margin Stock..................................................55
SECTION 3.12. Investment and Holding Company Status.........................55
SECTION 3.13. Intellectual Property.........................................55
SECTION 3.14. No Untrue Statement...........................................56
SECTION 3.15. No Consents, Etc..............................................56
SECTION 3.16. ERISA.........................................................56
SECTION 3.17. No Default....................................................57
SECTION 3.18. Environmental Matters.........................................57
SECTION 3.19. Employment Matters............................................57
SECTION 3.20. RICO..........................................................58
SECTION 3.21. Reimbursement from Third Party Payors.........................58
SECTION 3.22. Compliance with Laws..........................................58
SECTION 3.23. Insurance.....................................................58

                                   ARTICLE IV

                                   Conditions
                                   ----------

SECTION 4.01. Effective Date................................................59
SECTION 4.02. Each Credit Event.............................................60

                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

SECTION 5.01. Financial Statements, Reports, Etc............................61
SECTION 5.02. Maintain Properties...........................................64
SECTION 5.03. Existence, Qualification, Etc.................................64
SECTION 5.04. Regulations and Obligations...................................64
SECTION 5.05. Insurance.....................................................65
SECTION 5.06. True Books....................................................65
SECTION 5.07. Right of Inspection...........................................65
SECTION 5.08. Observe All Laws..............................................65
SECTION 5.09. Governmental Licences.........................................66
SECTION 5.10. Notice of Material Events.....................................66
SECTION 5.11. Suits or Other Proceedings....................................66
SECTION 5.12. Notice of Discharge of Hazardous Material or
              Environmental Complaint.......................................67

                                   ARTICLE VI

                               Negative Covenants
                               ------------------

SECTION 6.01. Financial Covenants...........................................67
SECTION 6.02. Investments, Loans and Advances...............................67




SECTION 6.03. Indebtedness..................................................68
SECTION 6.04. Disposition of Assets.........................................69
SECTION 6.05. Consolidation or Merger.......................................69
SECTION 6.06. Liens.........................................................70
SECTION 6.07. Restrictive Agreements........................................71
SECTION 6.08. Acquisitions..................................................71
SECTION 6.09. Restricted Payments; Certain Prepayments of
              Indebtedness..................................................72
SECTION 6.10. Compliance with ERISA.........................................73
SECTION 6.11. Fiscal Year...................................................74
SECTION 6.12. Dissolution, etc..............................................74
SECTION 6.13. Transactions with Affiliates..................................74
SECTION 6.14. Sale and Leaseback Transactions...............................74
SECTION 6.15. Swap Agreements...............................................75
SECTION 6.16. Management Contracts..........................................75
SECTION 6.17. Continuation of Current Business..............................75
SECTION 6.18. Use of Proceeds...............................................75

                                   ARTICLE VII

                                Events of Default
                                -----------------

                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

SECTION 9.01. Notices.......................................................82
SECTION 9.02. Waivers; Amendments...........................................83
SECTION 9.03. Expenses; Indemnity; Damage Waiver............................84
SECTION 9.04. Successors and Assigns........................................86
SECTION 9.05. Survival......................................................91
SECTION 9.06. Counterparts; Integration; Effectiveness......................91
SECTION 9.07. Severability..................................................92
SECTION 9.08. Right of Setoff...............................................92
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
              of Process....................................................92
SECTION 9.10. WAIVER OF JURY TRIAL..........................................93
SECTION 9.11. Headings......................................................93
SECTION 9.12. Confidentiality...............................................93
SECTION 9.13. Additional Agents.............................................94




SCHEDULES:

Schedule 2.01 -- Commitments 
Schedule 2.04 -- Existing Letters of Credit
Schedule 3.04 -- Subsidiaries
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 6.03 -- Indebtedness
Schedule 6.06 -- Liens
Schedule 6.07 -- Restrictive Agreements

EXHIBITS:

Exhibit A -- Form of Assignment and Assumption
Exhibit B-1 -- Form of Opinion of Borrower's Outside Counsel
Exhibit B-2 -- Form of Opinion of General Counsel of Borrower






                                            CREDIT AGREEMENT dated as of June
                                    14, 2002 (this "Agreement") among
                                    HEALTHSOUTH CORPORATION; the LENDERS party
                                    hereto; JPMORGAN CHASE BANK, as
                                    Administrative Agent; and WACHOVIA BANK,
                                    NATIONAL ASSOCIATION, as Syndication Agent;
                                    UBS WARBURG LLC, SCOTIABANC, INC. and
                                    DEUTSCHE BANK AG, NEW YORK BRANCH, as
                                    Co-Documentation Agents; and BANK OF
                                    AMERICA, N.A., as Senior Managing Agent.

                  The Borrower has requested the Lenders to make Loans at any
time and from time to time prior to the Maturity Date in an aggregate principal
amount at any time outstanding not in excess of $1,250,000,000. The Borrower has
requested the Issuing Bank to issue Letters of Credit, in an aggregate face
amount at any time outstanding not in excess of $100,000,000, to support payment
obligations incurred in the ordinary course of business by the Borrower and the
Subsidiaries. The proceeds of the Loans will not be used for any purpose other
than (a) to repay a portion of the outstanding amounts under the Existing Credit
Facility, (b) to pay fees and expenses payable in connection with the
Transactions and (c) for general corporate purposes.

                  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.

                  "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, 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.

                  "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" Percentage" means, with respect to any Lender,
the percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect, giving effect
to any assignments.

                  "Applicable Rate" means, for any day, with respect to any ABR
Loan or Eurodollar Loan, or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum (expressed in basis
points) set forth below under the caption "ABR Spread", "Eurodollar Spread" or
"Commitment Fee Rate", as the case may be, based upon the ratings by Moody's and
S&P, respectively, applicable on such date to the Index Debt:

===============================================================================
Index Debt Ratings:          ABR          Eurodollar     Commitment Fee
                            Spread          Spread            Rate

-------------------------------------------------------------------------------
     Category 1              0.0             100.0            27.5
     ----------
 BBB/Baa2 or higher
-------------------------------------------------------------------------------
     Category 2              25.0            125.0            32.5
     ----------
     BBB-/Baa3

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



===============================================================================
Index Debt Ratings:          ABR          Eurodollar     Commitment Fee
                            Spread          Spread            Rate

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

     Category 3              50.0            150.0            37.5
     ----------
      BB+/Ba1

-------------------------------------------------------------------------------
     Category 4              75.0            175.0            50.0
     ----------
       BB/Ba2

-------------------------------------------------------------------------------
     Category 5             100.0            200.0            50.0
     ----------
 Ratings of BB- or
    Ba3 or lower
===============================================================================

                  For purposes of the foregoing, (i) if either Moody's or S&P
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 5;
(ii) if the ratings established or deemed to have been established by Moody's
and S&P for the Index Debt shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two ratings, unless one of
the two ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next above
that of the lower of the two ratings; and (iii) if the ratings established or
deemed to have been established by Moody's and S&P for the Index Debt shall be
changed (other than as a result of a change in the rating system of Moody's or
S&P), such change shall be effective as of the date on which it is first
announced by the applicable rating agency, irrespective of when notice of such
change shall have been furnished by the Borrower to the Administrative Agent and
the Lenders pursuant to Section 5.01 or otherwise. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.
Notwithstanding the foregoing provisions of this definition, prior to December
31, 2002, the ABR Spread, Eurodollar Spread




and Commitment Fee Rate in effect from time to time shall not be lower than
those corresponding to Category 2 in the table above.

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

                  "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 Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (discounted at the rate set forth or
implicit in the terms of the lease included in such Sale and Leaseback
Transaction, compounded semiannually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease which is terminable by the lessee upon
payment of a penalty, the Attributable Debt shall be the lesser of (i) the
Attributable Debt determined assuming termination upon the first date such lease
may be terminated (in which case the Attributable Debt shall also include the
amount of the penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated) and (ii) the Attributable Debt determined assuming no such
termination. Any determination of any rate implicit in the terms of the lease
included in such Sale and Leaseback Transaction made in accordance with
generally accepted financial practices by the Borrower shall be binding and
conclusive absent manifest error.

                  "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

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

                  "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.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "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 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 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 Equity Interests representing more
than 20% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of the Borrower; (b) if, during any period of up to
24 consecutive months, commencing on the Closing Date, individuals who at the
beginning of such period 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; or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank'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 date of this Agreement.

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

                  "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 Loans and to acquire participations in Letters
of Credit hereunder, expressed as an amount representing the maximum aggregate
permitted amount of such Lender's Credit Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Commitment is set
forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $1,250,000,000.

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

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated
Interest Expense for such period, (ii) consolidated income tax expense for such
period, (iii) all amounts attributable to depreciation and amortization for such
period, and (iv) any extraordinary or non-recurring non-cash charges for such
period; provided, however, that cash expenditures in respect of charges referred
to in this clause (iv) shall be deducted in determining Consolidated EBITDA for
the period during which such expenditures are made, and minus (b) without
duplication and to the extent included in determining such Consolidated Net
Income,




(i) any extraordinary or non-recurring gains for such period and (ii)
consolidated interest for such period, in each case determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated Intangible Assets" means, on any date, the
consolidated intangible assets of the Borrower and the Subsidiaries, as such
amount would appear on a consolidated balance sheet of the Borrower and the
Subsidiaries prepared in accordance with GAAP. As used herein, "intangible
assets" means the value (net of any applicable reserves) as shown on such
balance sheet of (i) all patents, patent rights, trademarks, trademark
registrations, service marks, trade names, business names, copyrights, designs
(and all reissues, divisions, continuations and extensions thereof), or any
right to any of the foregoing, (ii) goodwill and (iii) all other intangible
assets.

                  "Consolidated Interest Expense" means, for any period, the
interest expense (including imputed interest expense in respect of Capital Lease
Obligations) of the Borrower and the Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP.

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

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Person (other than the Borrower or a Subsidiary)
in which any other Person (other than the Borrower or any Subsidiary or any
director holding qualifying shares in compliance with applicable law) owns an
Equity Interest, except to the extent of the amount of dividends or other
distributions actually paid to the Borrower or any of the Subsidiaries during
such period and (b) the income or loss of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Borrower or
any Subsidiary or the date that such Person's assets are acquired by the
Borrower or any Subsidiary.

                  "Consolidated Net Receivables" means, on any date, the net
receivables of the Borrower and the Subsidiaries, as such amount would appear on
a consolidated balance sheet of the Borrower and the Subsidiaries prepared as of
such date in accordance with GAAP; provided, however, that, when calculating
such amount in connection with determining the Borrower's 




compliance with the covenants set forth in Article VI, "Consolidated Net
Receivables" shall include, without duplication, accounts receivable of the
Borrower and the Subsidiaries that are the subject of Receivables Sales to the
extent, and only to the extent, such accounts receivable would not be reflected
on a consolidated balance sheet of the Borrower and the Subsidiaries prepared as
of such date in accordance with GAAP.

                  "Consolidated Net Tangible Assets" means, on any date,
Consolidated Total Assets minus the sum of (i) Consolidated Intangible Assets
plus (ii) Consolidated Current Liabilities.

                  "Consolidated Tangible Net Worth" means, on any date,
Consolidated Total Assets minus the sum of (i) Consolidated Intangible Assets
plus (ii) Consolidated Total Liabilities.

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

                  "Consolidated Total Indebtedness" means, on any date, the sum
of all Indebtedness (including without limitation Capitalized Lease Obligations)
of the Borrower and the Subsidiaries.

                  "Consolidated Total Liabilities" means, on any date, the
consolidated total liabilities of the Borrower and the Subsidiaries, as such
amount would appear on a consolidated balance sheet of the Borrower and the
Subsidiaries prepared as of such date in accordance with GAAP.

                  "Consolidated Total Revenue" means, for any period, the
consolidated total revenues of the Borrower and the 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.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the 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.

                  "Cost of Acquisition" means, in respect of any acquisition
permitted by Section 6.08, the sum of (i) the amount of cash paid by the
Borrower and the Subsidiaries in connection with such acquisition, (ii) the fair
market value of all Equity Interests of the Borrower or any Subsidiary issued or
given in connection with such acquisition, (iii) the amount (determined by using
the face amount or the amount payable at maturity, whichever is greater) of all
Indebtedness incurred, assumed or acquired in connection with such acquisition,
(iv) all additional purchase price amounts in the form of earnouts and other
contingent obligations that should be recorded on the financial statements of
the Borrower and the Subsidiaries in accordance with GAAP, (v) all amounts paid
in respect of covenants not to compete, consulting agreements and other
affiliated contracts in connection with such acquisition and (vi) the aggregate
fair market value of all other consideration given by the Borrower and the
Subsidiaries in connection with such acquisition.

                  "Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Loans and its
LC Exposure at such time.

                  "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.

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

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "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.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.

                  "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 Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank 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 or any similar tax
imposed by any other jurisdiction in which the Borrower is located and (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.17(b)), any withholding tax that is imposed 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) or is attributable
to such Foreign Lender's failure to comply with Section 2.15(e), 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 2.15(a).

                  "Existing Credit Facility" means the Credit Facility dated as
of June 23, 1998 by and among the Borrower, Bank of America, N.A. (f/k/a
Nationsbank, National Association), as administrative agent, J.P. Morgan
Securities Inc., Deutsche Bank AG and Scotiabanc, Inc., as syndication agents,
and the lenders from time to time party thereto.

                  "Existing Issuing Bank" means Bank of America, N.A. in its
capacity as issuing bank under the Existing Credit Facility.

                  "Existing Letters of Credit" means the letters of credit
issued under the Existing Credit Facility and outstanding on the Effective Date,
as set forth on Schedule 2.04.

                  "Facility" means an inpatient or outpatient rehabilitation
facility, certified outpatient rehabilitation facility, skilled nursing
facility, specialty medical center, 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.

                  "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.

                  "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 organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "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 means, without duplication, (a)
all obligations of such Person for borrowed 




money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances, (j)
all obligations, contingent or otherwise, of such Person in respect of synthetic
lease facilities, (k) all Third Party Securities issued in connection with
Receivables Sales (regardless of whether denominated as debt or equity
securities), (l) all obligations, contingent or otherwise, of such Person in
respect of Swap Agreements and (m) all Attributable Debt. 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.

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "Information Memorandum" means the Confidential Information
Memorandum dated May 2002 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 2.06.



                  "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.

                  "Issuing Bank" means JPMorgan Chase Bank, in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.04(i). The term "Issuing Bank" shall also mean the
Existing Issuing Bank solely as such term is used in reference to the Existing
Letters of Credit. The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

                  "knowledge of the Borrower" (and correlative terms such as
"know" or "known") means, with respect to the Borrower and the Subsidiaries, the
knowledge of an executive officer (as set forth in the most recent Form 10-K of
the Borrower filed with the SEC) or a Financial Officer or, as to any specific
matter, any officer of the Borrower or a Subsidiary with the 





primary responsibility for overseeing or administering such matter.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time and (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

                  "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.

                  "Letter of Credit" means the Existing Letters of Credit and
any letter of credit issued pursuant to this Agreement.

                  "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, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset.

                  "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 as of the last day of the most recent fiscal period for
which financial statements shall have been delivered pursuant to Section 5.01(a)
or (b) (or, prior to the first delivery of such financial statements, greater
than 5% of Consolidated Net Assets 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 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 pursuant to Section 5.01(a) or (b) (or,
prior to the first delivery of such financial statements, greater than 5% of
Consolidated Total Revenue 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 EBITDA of which was greater
than 5% of Consolidated EBITDA 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 pursuant to Section 5.01(a) or (b) (or, prior to the
delivery of such financial statements, greater than 5% of Consolidated EBITDA
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 pursuant to Section
5.01(a) or (b) (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 Indebtedness (other than the
Loans and Letters of Credit), 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.

                  "Maturity Date" means June 14, 2007.

                  "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 statues 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
without limitation, 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.

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

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

                  "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 Encumbrances" means:

                    (a) Liens imposed by law for taxes, assessments and other
               governmental charges that are not yet delinquent or are being
               contested in compliance with Section 5.04;

                    (b) carriers', warehousemen's, mechanics', materialmen's,
               repairmen's and other like Liens imposed by law, arising in the
               ordinary course of business and securing obligations that are not
               overdue by more than 30 days or are being contested in compliance
               with Section 5.04;

                    (c) pledges and deposits made in the ordinary course of
               business in compliance with workers' compensation, unemployment
               insurance and other social security laws or regulations;

                    (d) deposits to secure the performance of bids, trade
               contracts, leases, statutory obligations, surety and appeal
               bonds, performance bonds and other obligations of a like nature,
               in each case in the ordinary course of business;

                    (e) judgment liens in respect of judgments that do not
               constitute an Event of Default under clause (k) of Article VII;
               and

                    (f) easements, zoning restrictions, rights-of-way and
               similar encumbrances on real property imposed by law or arising
               in the ordinary course of business that do not secure any
               monetary obligations and do not materially detract from the value
               of the affected property or interfere with the ordinary conduct
               of business of the Borrower or any Subsidiary;


                    (g) Liens on any assets of a Person existing at the time
               such Person is merged into or consolidated with the Borrower or a
               Subsidiary or at the time of the purchase or acquisition of all
               or substantially all the assets of such Person by the Borrower or
               a Subsidiary; provided that (i) such Lien is not created in
               contemplation of or in connection with such acquisition or such
               Person becoming a Subsidiary, as the case may be, (ii) such Lien
               shall not apply to any other property or assets of the Borrower
               or any Subsidiary and (iii) such Lien shall secure only those
               obligations which it secures on the date of such acquisition or
               the date such Person becomes a Subsidiary, as the case may be;

                    (h) 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; provided that such right
               of set-off is not intended as security for Indebtedness of the
               Borrower or any Subsidiary;

                    (i) Liens granted to the respective trustees under
               indentures governing Material Indebtedness of the Borrower to
               secure payment of fees and expenses of such trustees incurred in
               connection with their acting as trustee under such indentures;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of
               and interest on which are unconditionally guaranteed by, the
               United States of America (or by any agency thereof to the extent
               such obligations are backed by the full faith and credit of the
               United States of America), in each case maturing within one year
               from the date of acquisition thereof;

                  (b) investments in commercial paper maturing within 270 days
               from the date of acquisition thereof and having, at such date of
               acquisition, the highest credit rating obtainable from S&P or
               from Moody's;

                  (c) investments in certificates of deposit, banker's
               acceptances and time deposits maturing within 180 days from 


               the date of acquisition thereof issued or guaranteed by or placed
               with, and money market deposit accounts issued or offered by, any
               domestic office of any commercial bank organized under the laws
               of the United States of America or any State thereof which has a
               combined capital and surplus and undivided profits of not less
               than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term
               of not more than 30 days for securities described in clause (a)
               above and entered into with a financial institution satisfying
               the criteria described in clause (c) above; and

                  (e) money market funds that (i) comply with the criteria set
               forth in Securities and Exchange Commission Rule 2a-7 under the
               Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa
               by Moody's and (iii) have portfolio assets of at least
               $5,000,000,000.

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

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank 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 Sale" means the transfer and sale by the Borrower
or the Subsidiaries of accounts receivable to a Receivables Subsidiary, which
shall finance its acquisition of such accounts receivable (i) with proceeds from
the issuance of Third Party Securities, (ii) with Sellers' Retained Interests
and (iii) with proceeds from the sale or collection of accounts receivable
previously purchased by it. For purposes of measuring compliance with Section
6.03(d), the amount of any Indebtedness existing in respect of any Receivables
Sale at any time shall be deemed to equal the greater of (i) the aggregate
amount of Third Party Securities issued in connection with any Receivables Sale
which are outstanding at such time or (ii) the maximum purchase limit, however
denominated, under the financing of such Receivables Sale.

                  "Receivables Subsidiary" means a special purpose trust,
partnership, limited liability company or similar entity formed by the Borrower
for the purpose of effecting one or more 




Receivables Sales which, in connection therewith, issues Third Party Securities;
provided that such Subsidiary shall engage in no other business other than the
purchase of accounts receivable pursuant to Receivables Sales permitted
hereunder and the funding of such Receivables Sales.

                  "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,
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 having Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Credit Exposures and unused Commitments at such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (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 Equity Interests in the Borrower or any option, warrant
or other right to acquire any such Equity Interests in the Borrower.

                  "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 of the sold
or transferred property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred; provided that any such
sale of any fixed or capital assets that is made for cash consideration in an
amount not less than the cost of such fixed or capital asset and is consummated
within 90 days after the acquisition or completion of the fixed or capital asset
shall not be deemed to be a Sale and Leaseback Transaction.



                  "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.

                  "Sellers' Retained Interests" means the debt or equity
interests held by the Borrower or any Subsidiary in any Receivables Subsidiaries
to which accounts receivable of the Borrower and the Subsidiaries have been
transferred in Receivables Sales, including any such debt or equity interests
received in consideration for the assets transferred.

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

                  "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, with respect to the Adjusted LIBO Rate, 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.

                  "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.

                  "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.

                  "Syndication Agent" means Wachovia Bank, National Association,
in its capacity as syndication agent for the Lenders hereunder.

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

                  "Third Party Securities" means, with respect to any
Receivables Sale, notes, bonds or other debt instruments, beneficial interests
in a trust, undivided ownership interests or other securities issued for cash
consideration by any Receivables Subsidiary to banks, investors or other
financing sources (other than the Borrower and the Subsidiaries) the proceeds of
which are used to finance, in whole or part, the purchase by the Receivables
Subsidiary of accounts receivable in Receivables Sales.

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

                  "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.

                  "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 and Borrowings may be classified and referred
to by Type (e.g., a "Eurodollar Loan" or an "ABR 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.

                  SECTION 1.04. Accounting Terms; GAAP. 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 date hereof 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.

                  SECTION 1.05. Classification of Indebtedness. The Borrower
acknowledges and agrees that the Indebtedness incurred under this Agreement
constitutes "Designated Senior Indebtedness" (and any other similar term
defining senior Indebtedness) under the indentures and other agreements
governing Indebtedness set forth on Schedule 6.03 or Schedule 6.07 to the extent
this Indebtedness must be so specifically classified herein in order to be
treated as "Designated Senior Indebtedness" (or such similar term) under any
such indenture or agreement.

Article II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will
not result in such Lender's Credit Exposure exceeding such Lender's Commitment.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Loans.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments. 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 2.12, (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; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(e).
Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of 10 Eurodollar
Borrowings outstanding.

                  (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. Requests for Revolving Borrowings. To request a
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.04(e) may be given not later
than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
Day;

                  (iii) whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing;



                  (iv) in the case of a Eurodollar Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term "Interest Period"; and

                  (v) the location and number of the Borrower's account to which
funds are to be disbursed, which shall comply with the requirements of Section
2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, on the date the
Administrative Agent receives a Borrowing Request the Administrative Agent shall
advise each Lender of the details thereof and of the amount of such Lender's
Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Letters of Credit. (a) General. Prior to the
Effective Date, the Existing Issuing Bank issued the Existing Letters of Credit,
which on and after the Effective Date shall constitute Letters of Credit under
this Agreement. Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period. In the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or send by telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall


be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $100,000,000 and (ii) the total
Credit Exposures shall not exceed the total Commitments. Notwithstanding
anything herein to the contrary, the Borrower shall not be permitted to amend,
renew or extend any Existing Letter of Credit.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage
of each LC Disbursement made by the Issuing Bank and not reimbursed by the
Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or



termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. In the event that
any Lender does not pay the Issuing Bank its Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, then the applicable
Lender and the Borrower severally agree to pay to the Issuing Bank forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Issuing Bank, at (i) in the case of such
Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Issuing Bank in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if such LC Disbursement is not less than $10,000,000, the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with
Section 2.03 that such payment be financed with an ABR Borrowing in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice and in
no event later than one Business Day following receipt of such notice, each
Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Borrower, in the same manner as provided in Section
2.05 with respect to Loans made by such 




Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph and in any event within one Business Day thereafter,
the Administrative Agent shall distribute such payment to the Issuing Bank or,
to the extent that Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Loans as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be 




construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by




any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.10(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. Such deposit shall be
held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest




earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

                  (k) Rights of Issuing Bank. The Issuing Bank shall, to the
extent applicable, have all of the benefits and immunities provided to the
Administrative Agent with respect to any actions taken or not taken by the
Issuing Bank in connection with Letters of Credit under this Agreement.

                  SECTION 2.05. Funding of Borrowings. (a) Subject to Section
2.03 hereof, each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that ABR Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.04(e)
shall be remitted by the Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make 





available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, 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 or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.06. Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing 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 by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. 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 in compliance with Section 2.02:

                  (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 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 2.07. Termination and Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date.


                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.09, the Credit Exposure would exceed the
total Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly and in no event later than one Business Day following receipt
of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with their respective
Commitments.

                  SECTION 2.08. Repayment of Loans; Evidence of Debt

                  (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each 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 2.09. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (b) of this
Section.

                  (b) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
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; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in



the case of an advance of 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 2.11.

                  SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the daily unused amount of the Commitment
of such Lender during the period from and including the date hereof to but
excluding the date on which such Commitment terminates. Accrued commitment fees
shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurodollar Loans on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Lender's Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on
which the 




Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

                  (c) 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.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.

                  SECTION 2.11. 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 and upon termination of the
Commitments; 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 (other than a prepayment of an ABR Loan prior to the end
of the Availability Period), 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 2.12. 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 Required
              Lenders that the Adjusted LIBO Rate for such Interest Period will
              not adequately and fairly reflect the cost to such Lenders (or
              Lender) of making or maintaining their Loans (or its Loan)
              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, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing; 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 2.13. 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
              the Issuing Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
              interbank market any other condition affecting this Agreement or
              Eurodollar Loans made by such Lender or any Letter of Credit or
              participation therein;

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 increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank 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 or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank 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 or the Issuing Bank,
as the case may be, 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 or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank'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 2.14. 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), (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
under Section 2.09(b) 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 2.17, 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 2.15. 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, Lender or
Issuing Bank (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,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, 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, 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 delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, 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 2.15, 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 2.15 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 2.16. 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, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15, 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 payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15 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. In the event that the Administrative Agent fails to distribute
to any Lender such Lender's share of any such payments within one Business Day
of the Administrative Agent's receipt thereof, the Administrative Agent shall
pay to such Lender forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is received by the
Administrative Agent to but excluding the date of payment to such Lender, at the
Federal Funds Effective Rate. 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,
unreimbursed LC Disbursements, 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 and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements 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 or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements 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 and participations in LC Disbursements 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 and
participations in LC Disbursements; 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 or participations
in LC Disbursements 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 or the Issuing Bank
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 or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank 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) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(d) or (e), 2.05(b) or 2.16(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 2.17. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.13, 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 2.15, 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 2.13 or 2.15, 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 2.13, 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 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, 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 and
participations in LC Disbursements, 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) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.13 or payments required to be made pursuant to Section 2.15, 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 or limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation.

                  (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, 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) This Agreement 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 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.

                  SECTION 3.03. Solvency. Immediately after the consummation of
the Transactions to occur and immediately following the making of each Loan or
the issuance of each Letter of Credit made or issued and after giving effect to
the application of the proceeds of such Loans and Letters of Credit, (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 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.

                  SECTION 3.05. Ownership Interests. The Borrower owns no
interest in any Person other than the Persons set forth on Schedule 3.04, Equity
Interests in Persons not constituting Subsidiaries permitted under Section 6.02
and Equity Interests in subsidiaries created or acquired after the Closing Date.

                  SECTION 3.06. Financial Condition. (a) The Borrower has
heretofore furnished to the Administrative Agent and each Lender (i) an audited
consolidated balance sheet of the Borrower and the Subsidiaries as at December
31, 2001, and the notes thereto and the related consolidated statements of
income, stockholders' equity and cash flows for the fiscal year then ended, as
examined and certified by Ernst & Young LLP, independent public accountants, and
(ii) an unaudited consolidated balance sheet of the Borrower and the
Subsidiaries as at March 31, 2002, and the related consolidated statements of
income and cash flows for the three-month period then ended, as examined and
certified by a Financial Officer. Such financial statements (including the notes
thereto) present fairly the financial condition of the Borrower and the
Subsidiaries as of the dates thereof and the results of their operations, the
changes in their stockholders' equity and their cash flows for the periods then
ended, all in conformity with GAAP consistently applied, subject, in the case of
the unaudited interim statements, to year-end audit adjustments.

                  (b) Since December 31, 2001, 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.

                  (c) Neither the Borrower nor any Subsidiary has any material
Indebtedness or other obligations or liabilities, direct or contingent, in an
aggregate amount in excess of $1,000,000, other than (i) the liabilities
reflected in the balance sheet referenced in Section 3.06(a)(ii) and the notes
thereto, (ii) obligations arising under this Agreement and (iii) liabilities
incurred in the ordinary course of business since the date of the balance sheet
referred to in Section 3.06(a)(ii).


                  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 3.05(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 or (ii) any other agreement or instrument to which the
              Borrower or any Subsidiary is a party, which default has 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. (a) 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 Entity 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.

(b)  Since the date of this Agreement, there has been no change in the
status of the matters disclosed on Schedule 3.10 that, individually or in the
aggregate, has resulted in, or has materially increased the likelihood of, a
Material Adverse Effect.


                  SECTION 3.11. Margin Stock. The proceeds of the Loans and
Letters of Credit 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 or Letters of Credit 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 issuance of Letters of
Credit 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) no ERISA Event, has occurred or is reasonably expected to occur that, when
taken together with all other ERISA Events that have occurred or are reasonably
expected to occur, could reasonably be expected to result in liability of the
Borrower, the Subsidiaries and all ERISA Affiliates in an aggregate amount
exceeding $25,000,000. The present value of all accumulated benefit obligations
under each Pension Plan (based on the assumptions used for purposes of Statement
of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$25,000,000 the fair market value of the




assets of such Pension Plan, and the present value of all accumulated benefit
obligations of all underfunded Pension Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed
by more than $25,000,000 the fair market value of the assets of all such
underfunded Pension Plans.

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

                  SECTION 3.18. Environmental Matters. (a) 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.

                  (b) Since the date of this Agreement, there has been no change
in the status of the matters disclosed on Schedule 3.18 that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

                  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 without limitation 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. RICO. Neither the Borrower nor any Subsidiary is
engaged in or has engaged in any course of conduct that could subject any of
their respective properties to any Lien, seizure or other forfeiture under any
criminal law, racketeer influenced and corrupt organizations law, civil or
criminal, or other similar laws.

                  SECTION 3.21. 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 3.22. Compliance with Laws. 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 3.23. 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.



                                   ARTICLE IV

                                   Conditions
                                   ----------

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder 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 (i) Haskell Slaughter
              Young & Rediker, L.L.C., counsel for the Borrower, substantially
              in the form of Exhibit B-1 and (ii) William W. Horton, Executive
              Vice President and Corporate Counsel of the Borrower,
              substantially in the form of Exhibit B-2, 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 and the Subsidiaries,
              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 satisfactory to the
              Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
              certificate, dated the Effective Date and signed by the President,
              a Vice President or a Financial Officer of the Borrower,
              confirming compliance with the conditions set forth in paragraphs
              (a) and (b) of Section 4.02.


                  (e) All amounts outstanding under the Existing Credit Facility
              shall have been repaid (or shall be repaid on the Effective Date
              with proceeds of Loans) and the Existing Credit Facility shall
              have been terminated (provided that amounts outstanding under
              Existing Letters of Credit shall be rolled over into this
              Agreement and shall be deemed to be Letters of Credit at Closing).

                  (f) The Administrative Agent shall have received all fees and
              other amounts due and payable 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.

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 and of the Issuing
Bank to issue Letters of Credit 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 30, 2002 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of the Borrower set
              forth in this Agreement shall be true and correct on and as of the
              date of such Borrowing or the date of issuance, amendment, renewal
              or extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
              Borrowing or the issuance, amendment, renewal or extension of such
              Letter of Credit, as applicable, no Default shall have occurred
              and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof




as to the matters specified in paragraphs (a) and (b) of this Section.


                                   ARTICLE V

                              Affirmative Covenants
                              ---------------------

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 5.01. Financial Statements, Reports, Etc. The Borrower
shall deliver or cause to be delivered to the Administrative Agent and each
Lender:

                  (a) not later than 50 days after the end of each of the first
              three quarters of each fiscal year of the Borrower, 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;

                  (b) not later than 100 days after the end of each fiscal year
              of the Borrower, 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 Ernst & Young
              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), 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;

                  (c) concurrently with any delivery of financial statements
              under clause (a) or (b) above, a certificate of a Financial
              Officer of the Borrower (i) 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; (ii) setting forth reasonably detailed calculations
              demonstrating compliance with Section 6.01(a) and Section 6.01(b);
              and (iii) stating whether any change in GAAP or in the application
              thereof has occurred since the date of the audited financial
              statements referred to in Section 3.06 and, if any such change has
              occurred, specifying the effect of such change on the financial
              statements accompanying such certificate;

                  (d) 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;

                  (e) 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 of the Borrower 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;

                  (f) 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;

                  (g) 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 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;

                  (h) promptly after Moody's or S&P shall have announced a
              change in the rating established or deemed to have been
              established for the Index Debt, written notice of such rating
              change; and

                  (i) promptly following the 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.

Information required to be delivered pursuant to this Section 5.01 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 is
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.



                  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.

                  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 annually on or before each anniversary date of this Agreement, and at such
other time or times as the Administrative Agent may request, a certificate of a
Financial Officer of the Borrower 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. 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 all of its 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



without limitation, 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 Licences. 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 without limitation material
professional licenses, Medicaid Certifications and Medicare Certifications.

                  SECTION 5.10. Notice of Material Events. Upon the Borrower's
obtaining knowledge of (i) any Default or Event of Default, (ii) any default or
event of default under any other obligation of the Borrower or any Subsidiary to
any Lender, (iii) the occurrence of an ERISA Event that, alone or together with
any other ERISA Events that have occurred and if not covered or if adversely
determined, could reasonably be likely to result in liability of the Borrower
and the Subsidiaries in an aggregate amount of $5,000,000 or (iv) 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. The Administrative Agent shall notify the Lenders of
receipt of such notice.

                  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 if adversely determined 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 suspension, revocation or termination 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.

                                   ARTICLE VI

                               Negative Covenants
                               ------------------

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements have been reimbursed, the Borrower covenants and agrees with the
Lenders that:

                  SECTION 6.01. Financial Covenants. (a) Interest Expense
Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated
EBITDA to (b) Consolidated Interest Expense, in each case for any period of four
consecutive fiscal quarters, to be less than 2.50 to 1.00.

                (b) Total Debt Ratio. The Borrower will not permit the ratio of
(a) Consolidated Total Indebtedness on any date to (b) Consolidated EBITDA for
the period of four consecutive fiscal quarters ending on or most recently prior
to such date to exceed 3.50 to 1.00.

                  SECTION 6.02. Investments, Loans and Advances. The Borrower
will not, and will not permit any Subsidiary to, purchase or otherwise acquire
any stock, security, obligation or 




evidence of indebtedness of, make any capital contribution to, own any Equity
Interest in or make any loan or advance to any other Person, except (a) Equity
Interests in Subsidiaries existing on the date hereof and Persons that
thereafter become Subsidiaries as a result of acquisitions permitted under
Section 6.08, (b) Permitted Investments, (c) investments by the Borrower or any
Subsidiary consisting of Sellers' Retained Interests in Receivables Sales
permitted under Section 6.04(c) and (d) investments not permitted by any other
clause of this Section 6.02; provided, that no investment shall be made pursuant
to this clause (d) that, taken together with all other investments made pursuant
to this clause (d) after the date hereof, would exceed 15% of Consolidated Total
Assets as of the last day of the most recent fiscal quarter of the Borrower for
which financial statements shall have been delivered pursuant to Section 5.01(a)
or (b).

                  SECTION 6.03. Indebtedness. The Borrower will not permit any
Subsidiary to create, incur, assume or permit to exist any Indebtedness, except
(a) Indebtedness created hereunder, (b) Indebtedness existing on the date hereof
and set forth on Schedule 6.03 and extensions, renewals and replacements of any
such Indebtedness that (i) do not increase the principal amount thereof, (ii)
matures on or subsequent to the maturity date of the Indebtedness so refinanced,
(iii) bears interest at a market rate (determined at the time of such
refinancing) and (iv) is otherwise on terms no less favorable to the Lenders
than the Indebtedness so refinanced, (c) Indebtedness of any Subsidiary to the
Borrower, (d)(i) Indebtedness of any Receivables Subsidiary in respect of Third
Party Securities in an aggregate amount not in excess of 25% of Consolidated Net
Receivables at the time of the issuance of any Third Party Securities and (ii)
Indebtedness of the Borrower and the Subsidiaries consisting solely of Liens on
their Sellers' Retained Interests in connection with Receivables Sales permitted
by Section 6.04(c) securing obligations in respect of Third Party Securities in
an aggregate amount not in excess of 25% of Consolidated Net Receivables at the
time of the issuance of any Third Party Securities and (e) Indebtedness not
permitted by any other clause of this Section 6.03; provided, that the aggregate
principal amount of such Indebtedness incurred, created or assumed pursuant to
this clause (e) and outstanding at any time shall not exceed the greater of (i)
$70,000,000 and (ii) 15% of Consolidated Tangible Net Worth as of the last day
of the most recent fiscal quarter of the Borrower for which financial statements
shall have been delivered pursuant to Section 5.01(a) or (b).



                  SECTION 6.04. Disposition of Assets. The Borrower will not,
and will not permit any Subsidiary to, sell, lease or otherwise dispose of any
asset, including any Equity Interest owned by it, nor will the Borrower permit
any Subsidiary to issue any additional Equity Interest in such Subsidiary,
except (a) sales of inventory, used, surplus or obsolete equipment and Permitted
Investments in the ordinary course of business, (b) sales, transfers and
dispositions to the Borrower or a Subsidiary; provided that such sales,
transfers or dispositions are made in compliance with Section 6.13, (c) the sale
to the Receivables Subsidiary of accounts receivable in Receivable Sales;
provided that (i) each such Receivables Sale is effected on market terms and
(ii) the aggregate amount of Third Party Securities in respect of all such
Receivable Sales does not exceed 25% of Consolidated Net Receivables at the time
of the issuance of any Third Party Securities, and (d) sales, transfers and
other dispositions of assets that are not permitted by any other clause of this
Section 6.04; provided, that no sale, transfer or other disposition shall be
made pursuant to this clause (d) if, after giving effect thereto, the aggregate
book value of all assets sold, transferred or otherwise disposed of in reliance
upon this clause (d) after the date hereof, together with the aggregate amount
of outstanding Attributable Debt incurred pursuant to Section 6.14, would exceed
15% of Consolidated Net Tangible Assets as of the last day of the most recent
fiscal quarter of the Borrower for which financial statements shall have been
delivered pursuant to Section 5.01(a) or (b).

                  SECTION 6.05. Consolidation or Merger. The Borrower will not,
and will not permit any Subsidiary to, merge or consolidate with any other
Person, or sell, transfer, lease or otherwise dispose of (in one transaction or
a series of transactions) assets (including Equity Interests in Subsidiaries)
that constitute all or substantially all of the assets of the Borrower and the
Subsidiaries on a consolidated basis, except that if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, the Borrower or any Subsidiary may merge or consolidate with any
other Person if (i) in the case of a merger or consolidation involving the
Borrower, the Borrower is the surviving entity, (ii) in the case of a merger or
consolidation involving a Subsidiary, the Borrower owns a majority of the Equity
Interests in and Controls the surviving entity and (iii) in the case of a merger
or consolidation set forth in (i) above, the Borrower shall furnish to the
Administrative Agent pro forma historical financial statements as of the end of
the most 





recently completed fiscal year of the Borrower and the most recent interim
fiscal quarter, if applicable, giving effect to such merger or consolidation and
any related incurrence or repayment of Indebtedness as if it had occurred at
each such date.

                  SECTION 6.06. 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 receivables) or rights in
respect thereof, other than (a) Permitted Encumbrances, (b) Liens existing on
the date hereof and set forth on Schedule 6.06, provided that (i) such Liens
shall secure only those obligations which they secure on the date hereof 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 date hereof, (c) Liens on property, plant
and equipment acquired, constructed or improved by the Borrower or any
Subsidiary; provided that (i) such security interests 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 security
interests shall not apply to any other property or assets of the Borrower or any
Subsidiary, (d) Liens on Sellers' Retained Interests incurred in connection with
Receivables Sales permitted by Sections 6.03(d) and 6.04(c) securing obligations
in respect of Third Party Securities in an aggregate amount not in excess of 25%
of Consolidated Net Receivables at the time of the issuance of any Third Party
Securities; provided, however, that recourse to such Sellers' Retained Interests
is limited in a manner customary for similar securitization transactions and the
ratio of the amount of such Sellers' Retained Interests to the amount of such
Third Party Securities is not significantly greater than the ratio of sellers'
retained interests to the financed portion of assets in any similar
securitization transactions, (e) Liens on assets of any Receivables Subsidiary
securing Indebtedness of such Receivables Subsidiary permitted by Section
6.03(d), and (f) Liens that are not permitted by any other clause of this
Section 6.06; provided that the aggregate fair market value of the assets
subject to Liens permitted under this clause (f) shall at no time exceed 5% of
Consolidated Total Assets as of the last day of the most recent fiscal quarter
of




the Borrower for which financial statements shall have been delivered pursuant
to Section 5.01(a) or (b).

                  SECTION 6.07. 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 indentures existing on the date hereof governing
Material Indebtedness of the Borrower) 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 date hereof identified on Schedule
6.07 (but shall apply to any extension or renewal of (other than pursuant to the
exercise of existing contractual renewal options), or 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 a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold
and such sale is permitted hereunder, (iv) the foregoing shall not apply to
customary restrictions and conditions contained in agreements creating or
evidencing Indebtedness of the Receivables Subsidiary permitted by Section
6.03(d) and (v) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

                  SECTION 6.08. Acquisitions. The Borrower will not, and will
not permit any of the Subsidiaries to, enter into any agreement to acquire any
Person or Facility unless (a) the Person or Facility to be acquired is in
substantially the same line of business as or a line of business reasonably
related or complementary to the businesses presently engaged in by the Borrower
and the Subsidiaries and (b) if the Cost of Acquisition exceeds $150,000,000,
the Borrower shall have furnished to the Administrative Agent (i) pro forma
historical financial statements as of the end of the most recently completed
fiscal year of the Borrower and most recent interim fiscal quarter, if



applicable, giving effect to such acquisition and (ii) a certificate prepared
and certified by a Financial Officer on an historical pro forma basis giving
effect to such Acquisition, which certificate shall demonstrate that no Default
or Event of Default would exist immediately after giving effect thereto.

                  SECTION 6.09. Restricted Payments; Certain Prepayments of
Indebtedness. (a) The Borrower will not, nor will it permit any of the
Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) Subsidiaries may declare and pay dividends and
make other distributions ratably with respect to their Equity Interests (or as
otherwise provided in their governing documents) and (ii) if at the time thereof
and after giving effect thereto no Default shall have occurred and be
continuing, the Borrower may make Restricted Payments.

                (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, cancelation or termination of any Indebtedness, except:

                (i) payment of Indebtedness created under this Agreement;

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

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

                (iv) payments of Indebtedness of any Subsidiary acquired by the
              Borrower or any Subsidiary that exists on the date of such
              acquisition;

                (v) payments in respect of the $567,750,000 aggregate principal
              amount of the Borrower's 3.25% convertible subordinated debentures
              due 2003;

                (vi) mandatory payments by a Receivables Subsidiary on Third
              Party Securities; and


                (vii) payments of Indebtedness not covered by any other clause
              of this Section 6.09(b) if at the time thereof and after giving
              effect thereto no Default shall have occurred and be continuing.

                 SECTION 6.10. 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 6.11. 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 6.12. 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, in
connection with a merger or consolidation permitted pursuant to Section 6.05 or
where the liquidation or dissolution of a Subsidiary occurs in the ordinary
course of business and does not have a Material Adverse Effect.

                  SECTION 6.13. Transactions with Affiliates. Other than
transactions permitted under Sections 6.02 and 6.05, the Borrower will not, and
will not permit any Subsidiary to, enter into any transaction, including,
without limitation, the purchase, sale, lease or exchange of property, real or
personal, or the rendering of any service, with any Affiliate of the Borrower,
except (a) that such Persons may render services to the Borrower for
compensation at the same rates generally paid by Persons engaged in the same or
similar businesses for the same or similar services, (b) that the Borrower may
render services to such Persons for compensation at the same rates generally
charged by the Borrower, (c) in the case of (a) and (b), in the ordinary course
of business and pursuant to the reasonable requirements of the Borrower's
business consistent with past practice of the Borrower and upon fair and
reasonable terms no less favorable to the Borrower than would be obtained in a
comparable arm's-length transaction with a Person not an Affiliate, (d)
transactions between or among the Borrower and the Subsidiaries that do not
involve any other Affiliate and (e) any Receivables Sales permitted by this
Agreement.

                  SECTION 6.14. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any Subsidiary to, enter into any Sale and
Leaseback Transaction unless, as of any date and after giving effect to such
Sale and Leaseback Transaction, the aggregate outstanding Attributable Debt in
respect of Sale and Leaseback Transactions, together with the aggregate book or
fair market value of assets permitted to be sold or transferred pursuant to
Section 6.04(c), does not exceed 10% of Consolidated Net Tangible Assets as of
the last day of the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 5.01(a) or (b).



                  SECTION 6.15. Swap Agreements. The Borrower will not, and will
not permit any Subsidiary to, enter into any Swap Agreement, except (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 Equity Interests
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.

                  SECTION 6.16. 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 6.17. Continuation of Current Business. 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 services.

                  SECTION 6.18. Use of Proceeds. The Borrower will not use the
proceeds of the Loans for any purpose other than (a) to repay a portion of the
outstanding amounts under the Existing Credit Facility, (b) to pay fees and
expenses payable in connection with the Transactions and (c) for general
corporate purposes. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.

                                  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 or
any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, 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 five
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 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 deemed made;

                (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.01(e), (f) or (g), 5.03 (with
respect to the Borrower's existence), 5.10, 5.11 or 5.12 or in Article VI;

                (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (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, when and as the same shall become due and payable;

                (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material





Indebtedness to become due, or to require the prepayment, repurchase, redemption
or defeasance thereof, prior to its 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) 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 any action shall be 




legally taken by a judgment creditor to attach or levy upon any 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; or

                (m) a Change in 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; or

                (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 (X) in the case of any suspension or temporary loss only,
continues for a period greater than 60 days, and (Y) 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;

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 and the Issuing Bank 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 the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder 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 hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. 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 expressly contemplated hereby that the
Administrative Agent is required to exercise in writing 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 herein, 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 be deemed not 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 this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, 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 it, and shall not be liable for any
action taken or not taken by it 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 the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their 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
facility 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, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. 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 and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such 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 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 Malcolm E. McVay (Telecopy No.
              205-969-4620);

                (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
              Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
              Floor, New York, New York 10004, Attention of Anne Bowles
              (Telecopy No. (212) 552-7500), with a copy to JPMorgan Chase Bank,
              270 Park Avenue, New York 10017, Attention of Dawn LeeLum
              (Telecopy No. (212) 270-3279);

                (iii) if to the Issuing Bank, to JPMorgan Chase Bank, Standby
              Letter of Credit Department, 10420 Highland Manor Drive, Tampa, FL
              33610, Attention of Steven Carew (Telecopy No. 813-432-5161), with
              a copy to JPMorgan Chase Bank, Loan




              and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
              New York, New York 10004, Attention of Anne Bowles (Telecopy No.
              (212) 552-7500); and

                (iv) 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
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder 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, the Issuing Bank and the Lenders
hereunder 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
consent to any departure by the Borrower 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 or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time.


                (b) Neither this Agreement nor any provision hereof 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 the principal amount of any Loan
or LC Disbursement 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 scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.16(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 hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, 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 or the Issuing
Bank hereunder without the prior written consent of the Administrative Agent or
the Issuing Bank, as the case may be.

                  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 and their respective Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and the Syndication Agent, in connection with the
syndication of the credit facility provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses,
including the fees, 




charges and disbursements of any counsel for the Issuing Bank, incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

                (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, 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 this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, 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 the Administrative Agent or the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the Issuing Bank, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the 




applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent or the Issuing Bank in its capacity as
such.

                (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, 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, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                (e) All amounts due under this Section shall be payable 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 (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), 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 (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) 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
Commitments and the Loans at the time owing to it); with the prior written
consent (such consent not to be unreasonably withheld) of:


                (A) the Borrower; provided that no consent of the Borrower shall
              be required for an assignment to a Lender, an Affiliate of a
              Lender, an Approved Fund (as defined below) or, if an Event of
              Default under clause (a), (b), (h) or (i) of Article VII has
              occurred and is continuing, any other assignee;

                (B) the Administrative Agent; provided that no consent of the
              Administrative Agent shall be required for an assignment to an
              assignee that is a Lender, an Affiliate of a Lender or an Approved
              Fund; and

                (C) the Issuing Bank; provided that no consent of the Issuing
              Bank shall be required (i) for an assignment to an assignee that
              is a Lender, an Affiliate of a Lender or an Approved Fund or (ii)
              in the event that no Lender has any LC Exposure at such time.

                (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, the amount of the Commitment 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 or, if smaller, the entire remaining amount
              of the assigning Lender's Commitment unless each of the Borrower,
              the Administrative Agent and the Issuing Bank shall otherwise
              consent, provided (i) that no such consent of the Borrower shall
              be required if an Event of Default under clause (a), (b), (h) or
              (i) of Article VII has occurred and is continuing), (ii) 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 (iii) that no such
              consent of the Issuing Bank shall be required if no Lender has any
              LC Exposure at such time;

                (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 9.04(b), 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
of its business 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
2.13, 2.14, 2.15 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 and LC Disbursements 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, the Issuing
Bank 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, the Issuing Bank 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, the
Administrative Agent or the Issuing Bank, 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, the Issuing
Bank 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 2.13, 2.14 and 2.15 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 2.16(c) as though it
were a Lender.

                (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 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 2.15 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
2.15(e) as though it were a Lender.

                (d) Any Lender may 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 and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any 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
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 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, the expiration or termination of the Letters of Credit and the
Commitments 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
any separate letter agreements with respect to fees payable to the
Administrative Agent 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
as provided in Section 4.01, 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 which, 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 this Agreement, 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 shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or 




proceeding relating to this Agreement 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 this Agreement 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 THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (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. Each of the Administrative
Agent, the Issuing Bank and the Lenders 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 the enforcement of rights hereunder, (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, the Issuing Bank 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, the Issuing Bank 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 date hereof, 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, Co-Documentation Agent, Senior Managing
Agent, Joint Lead Bookrunner or Joint 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.


                  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/Richard S. Davis
                                          ----------------------

                                          Name: Richard S. Davis
                                              Title: Group Vice President - 
                                              Finance and Ass't Treasurer

                                     JPMORGAN CHASE BANK,
                                     individual and as
                                     Administrative Agent,


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

                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     individually and as Syndication Agent,


                                       by: /s/David M. Gillespie
                                           ---------------------
                                          Name: David M. Gillespie
                                          Title: Director




                                                   SIGNATURE PAGE TO HEALTHSOUTH
                                                   CREDIT AGREEMENT DATED AS OF
                                                   JUNE 14, 2002


Name of Institution: UBS Warburg LLC, as Co-Documentation Agent


                             by /s/David A. Juge
                                ----------------
                                Name: David A. Juge
                                Title: Managing Director
 


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



Name of Institution: UBS AG, Stamford Branch

                              by /s/David A. Juge
                                 ----------------
                                 Name: David A. Juge
                                 Title: Managing Director



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



Name of Institution: ScotiaBanc Inc.


                             by /s/Dana Maloney
                                ---------------
                                Name: Dana Maloney
                                Title: Relationship Manager



Name of Institution: Deutsche Bank Trust Company Americas

                             by/s/Diane F. Rolfe
                               -----------------
                               Name: Diane F. Rolfe
                               Title: Vice President


Name of Institution: Bank of America, N.A.


                             by/s/Philip Durand
                               ----------------
                               Name: Philip S. Durand
                               Title: Managing Director



Name of Institution: Fleet National Bank

                             by/s/Peter M. Benham
                               ------------------
                               Name: Peter M. Benham
                               Title: Director



Name of Institution: Citicorp USA, Inc.


                             by/s/Pierre Guigui
                               ----------------
                               Name: Pierre Guigui
                               Title: Director



Name of Institution: National City Bank of Kentucky

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



Name of Institution: The Bank of Tokyo-Mitsubishi, Ltd.


                             by/s/John R. Jeffers
                               ------------------
                               Name: John Jeffers
                               Title: Authorized Signatory

Name of Institution: Mizuho Corporate Bank, Ltd.


                             by/s/James W. Masters
                               -------------------
                               Name: James W. Masters
                               Title: Senior Vice President



Name of Institution: U.S. Bank, NA


                             by/s/S.W. Choppin
                               ---------------
                               Name: S.W. Choppin
                               Title: SVP



Name of Institution: Comerica Bank

                             by/s/Jeffery R. Gardner
                               ---------------------
                               Name: Jeffrey R. Gardner
                               Title: Account Officer



Name of Institution: Commercebank, N.A.


                             by/s/Teresa Tundidor-Gonzalez
                               ---------------------------
                               Name: Teresa Tundidor-Gonzalez
                               Title: Vice President

                             by/s/Edward P. Tietjen
                               --------------------
                               Name: Edward P. Tietjen
                               Title: Senior Vice President & Manager



Name of Institution: Hibernia National Bank

                             by/s/Michael R. Geissler
                               ----------------------
                               Name: Michael R. Geissler
                               Title: Vice President