{"id":40967,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-healthsouth-corp-nationsbank-na-jp-morgan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-healthsouth-corp-nationsbank-na-jp-morgan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-healthsouth-corp-nationsbank-na-jp-morgan.html","title":{"rendered":"Credit Agreement – HealthSouth Corp., NationsBank NA, JP Morgan Securities Inc., Deutsche Bank AG and ScotiaBanc Inc."},"content":{"rendered":"\n--------------------------------------------------------------------------------\n\n\n\n\n CREDIT AGREEMENT\n\n\n\n by and among\n\n\n\n HEALTHSOUTH CORPORATION,\n as Borrower,\n\n\n\n NATIONSBANK, NATIONAL ASSOCIATION,\n as Administrative Agent and Arranger\n\n\n\n J.P. MORGAN SECURITIES INC.,\n DEUTSCHE BANK AG and\n SCOTIABANC, INC.,\n as Syndication Agents and Co-Arrangers\n\n and\n\n THE LENDERS PARTY HERETO FROM TIME TO TIME\n\n\n\n June 23, 1998\n\n\n--------------------------------------------------------------------------------\n\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\n ARTICLE I\n\n Definitions and Terms\n\n 1.1. Definitions..........................................................2\n 1.2. Rules of Interpretation.............................................26\n 1.3. Classes and Types of Loans..........................................27\n\n ARTICLE II\n\n The Loans\n\n 2.1. Revolving Loans......................................................28\n 2.2. Competitive Bid Loans................................................30\n 2.3. Payment of Interest..................................................34\n 2.4. Payment of Principal.................................................34\n 2.5. Non-Conforming Payments..............................................35\n 2.6. Notes................................................................35\n 2.7. Pro Rata Payments....................................................36\n 2.8. Reductions...........................................................36\n 2.9. Conversions and Elections of Subsequent Interest Periods.............37\n 2.10. Unused Fees..........................................................37\n 2.11. Deficiency Advances..................................................37\n 2.12. Use of Proceeds......................................................38\n 2.13. Increase and Decrease in Amounts.....................................38\n\n ARTICLE III\n\n Letters of Credit\n\n 3.1. Letters of Credit....................................................39\n 3.2. Reimbursement........................................................39\n 3.3. Letter of Credit Facility Fees.......................................42\n 3.4. Administrative Fees..................................................43\n\n ARTICLE IV\n\n Change in Circumstances\n\n 4.1. Increased Cost and Reduced Return. ..................................44\n 4.2. Limitation on Types of Loans.........................................45\n\n\n\n\n\n\n 4.3. Illegality...........................................................45\n 4.4. Treatment of Affected Loans..........................................46\n 4.5. Compensation.........................................................46\n 4.6. Taxes................................................................47\n\n ARTICLE V\n\n Conditions to Making Loans and Issuing Letters of Credit\n\n 5.1. Conditions of Initial Advance........................................49\n 5.2. Conditions of Loans and Letters of Credit............................50\n\n ARTICLE VI\n\n Representations and Warranties\n\n 6.1. Organization and Authority...........................................52\n 6.2. Loan Documents.......................................................52\n 6.3. Solvency.............................................................53\n 6.4. Subsidiaries.........................................................53\n 6.5. Ownership Interests..................................................53\n 6.6. Financial Condition..................................................53\n 6.7. Title to Properties..................................................54\n 6.8. Taxes................................................................54\n 6.9. Other Agreements.....................................................54\n 6.10. Litigation...........................................................55\n 6.11. Margin Stock.........................................................55\n 6.12. Investment Company...................................................55\n 6.13. Patents, Etc.........................................................55\n 6.14. No Untrue Statement..................................................55\n 6.15. No Consents, Etc.....................................................56\n 6.16. ERISA Requirement....................................................56\n 6.17. No Default...........................................................56\n 6.18. Hazardous Materials..................................................56\n 6.19. Employment Matters...................................................56\n 6.20. RICO.................................................................57\n 6.21. Reimbursement from Third Party Payors................................57\n 6.22. Year 2000 Compliance.................................................57\n\n ARTICLE VII\n\n Affirmative Covenants\n\n 7.1. Financial Statements, Reports, Etc...................................58\n 7.2. Maintain Properties..................................................59\n\n\n ii\n\n\n\n\n\n 7.3. Existence, Qualification, Etc........................................59\n 7.4. Regulations and Taxes................................................60\n 7.5. Insurance............................................................60\n 7.6. True Books...........................................................60\n 7.7. Right of Inspection..................................................60\n 7.8. Observe all Laws.....................................................60\n 7.9. Governmental Licenses................................................60\n 7.10. Covenants Extending to Other Persons.................................61\n 7.11. Officer's Knowledge of Default.......................................61\n 7.12. Suits or Other Proceedings...........................................61\n 7.13. Notice of Discharge of Hazardous Material or Environmental Complaint.61\n 7.14. Environmental Compliance.............................................61\n 7.15. Continuation of Current Business.....................................62\n 7.16. Management Contracts.................................................62\n 7.17. Year 2000 Compliance.................................................62\n\n ARTICLE VIII\n\n Negative Covenants\n\n 8.1. Financial Covenants..................................................63\n 8.2. Investments and Loans................................................63\n 8.3. Indebtedness.........................................................63\n 8.4. Disposition of Assets................................................64\n 8.5. Consolidation or Merger..............................................64\n 8.6. Liens................................................................64\n 8.7. Dividends and Distributions..........................................64\n 8.8. Acquisitions.........................................................64\n 8.9. Restricted Payments..................................................64\n 8.10. Compliance with ERISA................................................64\n 8.11. Fiscal Year..........................................................65\n 8.12. Dissolution, etc.....................................................65\n 8.13. [Reserved]...........................................................65\n 8.14. Transactions with Affiliates.........................................65\n\n ARTICLE IX\n\n Events of Default and Acceleration\n\n 9.1. Events of Default....................................................67\n 9.2. Agent to Act.........................................................69\n 9.3. Cumulative Rights....................................................69\n 9.4. No Waiver............................................................70\n 9.5. Allocation of Proceeds...............................................70\n\n\n\n iii\n\n\n\n\n\n ARTICLE X\n\n The Agent\n\n 10.1. Appointment, Powers, and Immunities..................................71\n 10.2. Reliance by Agent....................................................71\n 10.3. Defaults.............................................................71\n 10.4. Rights as Lender.....................................................72\n 10.5. Indemnification......................................................72\n 10.6. Non-Reliance on Agent and Other Lenders..............................72\n 10.7. Resignation of Agent.................................................73\n 10.8. Fees.................................................................73\n\n ARTICLE XI\n\n Miscellaneous\n\n 11.1. Assignments and Participations.......................................74\n 11.2. Notices..............................................................75\n 11.3. No Waiver............................................................76\n 11.4. Rights of Setoff; Adjustments........................................76\n 11.5. Survival.............................................................77\n 11.6. Expenses.............................................................77\n 11.7. Amendments and Waivers...............................................78\n 11.8. Counterparts.........................................................78\n 11.9. Waivers by Borrower..................................................78\n 11.10. Termination..........................................................79\n 11.11. Governing Law........................................................79\n 11.12. Indemnification......................................................79\n 11.13. Agreement Controls...................................................80\n 11.14. Integration..........................................................80\n 11.15. Successors and Assigns...............................................80\n 11.16. Severability.........................................................80\n 11.17. Usury Savings Clause.................................................80\n\nEXHIBIT A Applicable Commitment Percentages..................................A-1\nEXHIBIT B Form of Assignment and Acceptance..................................B-1\nEXHIBIT C Notice of Appointment (or Revocation) of Authorized Representative.C-1\nEXHIBIT D Form of Borrowing Notice...........................................D-1\nEXHIBIT E Form of Interest Rate Selection Notice.............................E-1\nEXHIBIT F Form of Note.......................................................F-1\nEXHIBIT G Investments........................................................G-1\nEXHIBIT H Form of Opinion of Borrower's Counsel..............................H-1\nEXHIBIT I Compliance Certificate.............................................I-1\nEXHIBIT J Executive Officers.................................................J-1\n\n\n\n iv\n\n\n\n\n\nEXHIBIT K Form of Competitive Bid Quote Request..............................K-1\nEXHIBIT L Form of Competitive Bid Quote......................................L-1\nEXHIBIT M Form of Competitive Bid Note.......................................M-1\n\nSchedule 1.1 Existing Letters of Credit\nSchedule 6.4 Subsidiaries\nSchedule 6.13 Patent Issue\nSchedule 6.19 Employment Matters\nSchedule 8.3 Existing Subsidiary Indebtedness\n\n\n\n\n\n\n\n v\n\n\n\n\n\n CREDIT AGREEMENT\n\n THIS CREDIT AGREEMENT dated as of June 23, 1998 (this \"Agreement\") is\nentered into by and among HEALTHSOUTH CORPORATION, a Delaware corporation (the\n\"Borrower\"), the Lenders signatories hereto (the \"Lenders\") and NATIONSBANK,\nN.A., a national banking association, as agent for the Lenders (the \"Agent\").\n\n\n RECITAL:\n\n The Borrower has heretofore entered into a Third Amended and Restated\nCredit Agreement dated April 18, 1996 (the \"Prior Agreement\") pursuant to which\nthe lenders party thereto have made loans to the Borrower (the \"Prior Loans\")\nand issued letters of credit for the benefit of the Borrower. The Borrower has\nrequested that the Lenders make a revolving credit facility of up to\n$1,750,000,000, including a $75,000,000 sublimit for the issuance of standby\nletters of credit, to the Borrower, the proceeds of which shall be used as set\nforth in Section 2.12 and the Lenders have agreed to make such revolving credit\nfacility available to the Borrower on the following terms and conditions:\n\n\n\n\n\n\n\n\n ARTICLE I\n\n Definitions and Terms\n\n 1.1. Definitions. For the purposes of this Agreement, in addition to the\ndefinitions set forth above, the following terms shall have the respective\nmeanings set forth below:\n\n \"Absolute Rate\" shall have the meaning assigned to such term in\n Section 2.2(c)(ii)(D).\n\n \"Absolute Rate Auction\" shall mean a solicitation of Competitive Bid\n Quotes setting forth Absolute Rates pursuant to Section 2.2.\n\n \"Absolute Rate Loans\" shall mean the Competitive Bid Loans the\n interest rates on which are determined on the basis of Absolute Rates set\n at Absolute Rate Auctions.\n\n \"Acquisition\" means the acquisition, whether with cash, property,\n stock or promise to pay, of all or a portion of a Person or a Facility or\n Facilities of a Person, permitted under Section 8.8; provided such Person\n or Facilities is in substantially the same line of business engaged in by\n Borrower or its Consolidated Entities.\n\n \"Actual\/360 Basis\" shall mean a method of computing interest or other\n charges hereunder on the basis of an assumed year of 360 days for actual\n number of days elapsed, meaning that interest or other charges accrued for\n each day will be computed by multiplying the rate applicable on that day by\n the unpaid principal balance (or other relevant sum) on that day and\n dividing the result by 360.\n\n \"Advance\" means a borrowing under the Revolving Credit Facility\n consisting of the aggregate principal amount of a Syndicated Loan or a\n Competitive Bid Loan.\n\n \"Affiliate\" of any specified Person means any other Person (i) which\n directly or indirectly through one or more intermediaries controls, or is\n controlled by, or is under common control with, such specified Person; or\n (ii) which beneficially owns or holds 5% or more of any class of the\n outstanding voting stock (or in the case of a Person which is not a\n corporation, 5% or more of the equity interest) of such specified Person;\n or 5% or more of any class of the outstanding voting stock (or in the case\n of a Person which is not a corporation, 5% or more of the equity interest)\n of which is beneficially owned or held by such specified Person. The term\n \"control\" means the possession, directly or indirectly, of the power to\n direct or cause the direction of the management and policies of a Person,\n whether through ownership of voting stock, by contract or otherwise.\n\n \"Applicable Commitment Percentage\" means, with respect to each Lender,\n that portion of the Total Revolving Credit Commitment allocable to such\n Lender (a) with respect to Lenders as of the Closing Date, as set forth on\n Exhibit A, and (b) with respect to any Person who becomes a Lender\n thereafter, as reflected in each Assignment and\n\n\n 2\n\n\n\n\n\n Acceptance to which such Lender is a party assignee; provided that the\n Applicable Commitment Percentage of each Lender shall be increased or\n decreased to reflect any assignments to or by such Lender effected in\n accordance with Section 11.1.\n\n \"Applicable Lending Office\" means, for each Lender and for each Type\n of Loan, the \"Lending Office\" of such Lender (or an affiliate of such\n Lender) designated for such Type of Loan on the signature pages hereof or\n such other office of such Lender (or an affiliate of such Lender) as such\n Lender may from time to time specify to the Agent and the Borrower by\n written notice in accordance with the terms hereof as the office by which\n its Loans of such Type are to be made and maintained.\n\n \"Applicable Margin\" means that number of basis points per annum set\n forth below determined based upon the more favorable to the Borrower of\n either (i) the highest Rating of outstanding senior unsecured Indebtedness\n of the Borrower from time to time as specified in Table I below (provided\n that in the event of a Rating split between Tiers, then the Tier next above\n the Tier corresponding to the lower Rating shall apply) or (ii) the ratio\n of Consolidated Indebtedness at the date of determination to Consolidated\n EBITDA for the Four-Quarter Period most recently ended as specified in\n Table II below:\n\n--------------------------------------------------------------------------------\n TABLE I\n\n--------------------------------------------------------------------------------\n Tier Rating Applicable Margin\n S&P or Moody's\n--------------------------------------------------------------------------------\n I A- A3 25 b.p.\n--------------------------------------------------------------------------------\n II BBB+ Baa1 30\n--------------------------------------------------------------------------------\n III BBB Baa2 35\n--------------------------------------------------------------------------------\n IV BBB- Baa3 45\n--------------------------------------------------------------------------------\n V BB+ Ba1 65\n--------------------------------------------------------------------------------\n VI BB Ba2 100\n or lower or lower\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n TABLE II\n--------------------------------------------------------------------------------\n Tier Ratio of Consolidated Indebtedness to Applicable Margin\n Consolidated EBITDA\n--------------------------------------------------------------------------------\n I Less than 1.50 to 1.00 30 b.p.\n--------------------------------------------------------------------------------\n II Equal to or greater than 1.50 to 1.00 35\n but less than 2.00 to 1.00\n--------------------------------------------------------------------------------\n\n\n\n 3\n\n\n\n\n\n\n--------------------------------------------------------------------------------\n III Equal to or greater than 2.00 to 1.00 45\n but less than 2.50 to 1.00\n--------------------------------------------------------------------------------\n IV Equal to or greater than 2.50 to 1.00 65\n but less than 3.00 to 1.00\n--------------------------------------------------------------------------------\n V Equal to or greater than 3.00 to 1.00 100\n--------------------------------------------------------------------------------\n\n ; provided, however, that any time during which the sum of Revolving Credit\n Outstandings, outstanding Competitive Bid Loans and Letter of Credit\n Outstandings exceed $875,000,000, five (5) basis points shall automatically\n be added to the Applicable Margin set forth in Tables I and II above.\n\n The Applicable Margin shall be established in the case of a Rating from\n time to time based upon the Rating then in effect and, in the case of the\n ratio, at the end of each fiscal quarter of the Borrower (the \"Ratio\n Determination Date\"). Any change in the Applicable Margin following each\n Ratio Determination Date shall be determined based upon the computations\n set forth in the Compliance Certificate, subject to review and approval of\n such computations by the Agent, and shall be effective commencing on the\n date following the date such certificate is received until the date\n following the date on which a new Compliance Certificate is delivered or is\n required to be delivered, whichever shall first occur; provided however, if\n the Borrower shall fail to deliver any such certificate within the time\n period required by Section 7.1, then the Applicable Margin shall be 2%\n until the appropriate certificate is so delivered. From the Closing Date to\n the first Ratio Determination Date, the Applicable Margin shall be 35 basis\n points (subject to the proviso in the first sentence of this definition).\n\n \"Applicable Unused Fee\" means that number of basis points per annum\n set forth below determined based upon the more favorable to the Borrower of\n either (i) the highest Rating of outstanding senior unsecured Indebtedness\n of the Borrower from time to time as specified in Table III below (provided\n that in the event of a Rating split between Tiers, then the Tier next above\n the Tier corresponding to the lower Rating shall apply) or (ii) the ratio\n of Consolidated Indebtedness at the date of determination to Consolidated\n EBITDA for the Four-Quarter Period most recently ended as specified in\n Table IV below:\n\n--------------------------------------------------------------------------------\n TABLE III\n\n--------------------------------------------------------------------------------\n Tier Rating Applicable Unused\n S&P or Moody's Fee\n--------------------------------------------------------------------------------\n I A- A3 9.0 b.p.\n--------------------------------------------------------------------------------\n II BBB+ Baa1 10.0\n--------------------------------------------------------------------------------\n III BBB Baa2 12.5\n\n\n\n\n 4\n\n\n\n\n\n\n--------------------------------------------------------------------------------\n IV BBB- Baa3 15.0\n--------------------------------------------------------------------------------\n V BB+ Ba1 20.0\n--------------------------------------------------------------------------------\n VI BB Ba2 25.0\n or lower or lower\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n TABLE IV\n--------------------------------------------------------------------------------\n Tier Ratio of Consolidated Indebtedness to Applicable Unused\n Consolidated EBITDA Fee\n--------------------------------------------------------------------------------\n I Less than 1.50 to 1.00 10.0 b.p.\n--------------------------------------------------------------------------------\n II Equal to or greater than 1.50 to 1.00 12.5\n but less than 2.00 to 1.00\n--------------------------------------------------------------------------------\n III Equal to or greater than 2.00 to 1.00 15.0\n but less than 2.50 to 1.00\n--------------------------------------------------------------------------------\n IV Equal to or greater than 2.50 to 1.00 20.0\n but less than 3.00 to 1.00\n--------------------------------------------------------------------------------\n V Equal to or greater than 3.00 to 1.00 25.0\n--------------------------------------------------------------------------------\n\n\n The Applicable Unused Fee shall be established in the case of a Rating from\n time to time based upon the Rating then in effect, and in the case of the\n ratio, at the end of each fiscal quarter of the Borrower (the \"Ratio\n Determination Date\"). Any change in the Applicable Unused Fee following\n each Ratio Determination Date shall be determined based upon the\n computations set forth in the Compliance Certificate, subject to review and\n approval of such computations by the Agent and shall be effective\n commencing on the date following the date such certificate is received\n until the date following the date on which a new Compliance Certificate is\n delivered or is required to be delivered, whichever shall first occur;\n provided however, if the Borrower shall fail to deliver any such\n certificate within the time period required by Section 7.1, then the\n Applicable Unused Fee shall be 2%. From the Closing Date to the first Ratio\n Determination Date, the Applicable Unused Fee shall be 12.5 basis points.\n\n \"Applications and Agreements for Letters of Credit\" means,\n collectively, the Applications and Agreements for Letters of Credit, or\n similar documentation, executed by the Borrower from time to time and\n delivered to the Issuing Bank to support the issuance of Letters of Credit.\n\n \"Assignment and Acceptance\" shall mean an Assignment and Acceptance in\n the form of Exhibit B (with blanks appropriately filled in) delivered to\n the Agent in\n\n\n\n 5\n\n\n\n\n\n connection with an assignment of a Lender's interest under this Agreement\n pursuant to Section 11.1.\n\n \"Authorized Representative\" means any of the Executive Officers of the\n Borrower or, with respect to financial matters, the Treasurer or the Chief\n Financial Officer of the Borrower, or any other Person expressly designated\n by the Board of Directors of the Borrower (or the appropriate committee\n thereof) as an Authorized Representative of the Borrower, as set forth from\n time to time in a certificate in the form of Exhibit C.\n\n \"Base Rate\" means, for any day, the rate per annum equal to the higher\n of (i) the Prime Rate for such day or (ii) the Federal Funds Rate for such\n day plus one-half of one percent (1\/2%). Any change in the Base Rate due to\n a change in the Prime Rate or the Federal Funds Rate shall be effective on\n the effective date of such change in the Prime Rate or Federal Funds Rate.\n\n \"Base Rate Loan\" means a Loan for which the rate of interest is\n determined by reference to the Base Rate.\n\n \"Base Rate Refunding Loan\" means an Advance under the Revolving Credit\n Facility which bears interest at a Base Rate made to satisfy Reimbursement\n Obligations arising from a drawing under a Letter of Credit.\n\n \"Board\" means the Board of Governors of the Federal Reserve System (or\n any successor body).\n\n \"Borrowing Notice\" means the notice delivered by an Authorized\n Representative in connection with an Advance under the Revolving Credit\n Facility, in the form of Exhibit D.\n\n \"Business Day\" means, (i) except in the case of a Eurodollar Rate\n Loan, any day which is not a Saturday, Sunday or a day on which banks in\n the States of New York and North Carolina are authorized or obligated by\n law, executive order or governmental decree to be closed and, (ii) with\n respect to any Eurodollar Rate Loan, any day which is a Business Day, as\n described above, and on which the relevant international financial markets\n are open for the transaction of business contemplated by this Agreement in\n London, England, New York, New York and Charlotte, North Carolina.\n\n \"Capital Leases\" means all leases which have been or should be\n capitalized in accordance with GAAP as in effect from time to time\n including Statement No. 13 of the Financial Accounting Standards Board and\n any successor thereof.\n\n \"Capital Stock\" of any Person means any and all shares, rights to\n purchase, warrants or options (whether or not currently exercisable),\n participation or other equivalents of or interest in (however designated)\n the equity (including without limitation\n\n\n\n 6\n\n\n\n\n\n common stock, preferred stock and partnership and joint venture interests)\n of such Person (excluding any debt securities that are convertible into, or\n exchangeable for, such equity).\n\n \"Change of Control\" means, at any time:\n\n (i) any \"person\" or \"group\" (each as used in Sections 13(d)(3)\n and 14(d)(2) of the Exchange Act), who are not as of the Closing Date\n owners of one percent (1%) or more of the Voting Stock of the\n Borrower, either (A) becomes the \"beneficial owner\" (as defined in\n Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting\n Stock of the Borrower (or securities convertible into or exchangeable\n for such Voting Stock) representing 15% or more of the combined voting\n power of all Voting Stock of the Borrower (on a fully diluted basis)\n or (B) otherwise has the ability, directly or indirectly, to elect a\n majority of the board of directors of the Borrower;\n\n (ii) during any period of up to 24 consecutive months, commencing\n on the Closing Date, individuals who at the beginning of such period\n were directors of the Borrower shall cease for any reason (other than\n the death, disability or retirement of an officer of the Borrower that\n is serving as a director at such time so long as another officer of\n the Borrower replaces such Person as a director) to constitute a\n majority of the board of directors of the Borrower; or\n\n (iii) any Person or two or more Persons acting in concert shall\n have acquired by contract or otherwise, or shall have entered into a\n contract or arrangement that, upon consummation thereof, will result\n in its or their acquisition, of the power to exercise, directly or\n indirectly, a controlling influence on the management or policies of\n the Borrower.\n\n \"Closing Date\" means the date as of which this Agreement is executed\n by the Borrower, the Lenders and the Agent and on which the conditions set\n forth in Section 5.1 have been satisfied.\n\n \"Code\" means the Internal Revenue Code of 1986, as amended, and any\n regulations promulgated thereunder.\n\n \"Common Stock\" means the common stock, par value $.01 per share, of\n the Borrower.\n\n \"Competitive Bid Borrowing\" shall have the meaning assigned to such\n term in Section 2.2(b).\n\n \"Competitive Bid Loans\" shall mean the Loans provided for by Section\n 2.2.\n\n \"Competitive Bid Notes\" shall mean the promissory notes provided for\n by Section 2.6(c) substantially in the form of Exhibit M and all promissory\n notes delivered in\n\n\n\n 7\n\n\n\n\n\n substitution or exchange therefor, in each case as the same shall be\n modified and supplemented and in effect from time to time.\n\n \"Competitive Bid Quote\" shall mean an offer in accordance with Section\n 2.2(c) by a Lender to make a Competitive Bid Loan with one single specified\n interest rate.\n\n \"Competitive Bid Quote Request\" shall have the meaning assigned to\n such term in Section 2.2(b).\n\n \"Compliance Certificate\" shall have the meaning attributed to that\n term in Section 7.1(c).\n\n \"Consistent Basis\" in reference to the application of GAAP means the\n accounting principles observed in the period referred to are comparable in\n all material respects to those applied in the preparation of the audited\n financial statements of the Borrower referred to in Section 6.6(a).\n\n \"Consolidated Amortization Expense\" of the Borrower for any period\n means the amortization expense of the Borrower and its Consolidated\n Entities for such period (to the extent included in the computation of\n Consolidated Net Income), determined on a consolidated basis in accordance\n with GAAP.\n\n \"Consolidated Depreciation Expense\" of the Borrower means the\n depreciation expense of the Borrower and its Consolidated Entities for such\n period (to the extent included in the computation of Consolidated Net\n Income of the Borrower), determined on a consolidated basis in accordance\n with GAAP.\n\n \"Consolidated EBITDA\" means, with respect to the Borrower and its\n Consolidated Entities for any Four-Quarter Period ending on the date of\n computation thereof, the sum of, without duplication, (i) Consolidated Net\n Income, (ii) Consolidated Interest Expense, (iii) Consolidated Income Tax\n Expense, (iv) Consolidated Amortization Expense, (v) Consolidated\n Depreciation Expense and (vi) the minority interest of any Person or\n Persons in the income of Consolidated Entities for such period, all\n determined on a consolidated basis in accordance with GAAP applied on a\n Consistent Basis.\n\n \"Consolidated Entity\" shall mean any Person whose financial statements\n are appropriately consolidated with the Borrower's financial statements\n under GAAP.\n\n \"Consolidated Indebtedness\" means all Indebtedness of the Borrower and\n its Consolidated Entities, all determined on a consolidated basis.\n\n \"Consolidated Interest Expense\" means, with respect to any\n Four-Quarter Period ending on the date of computation thereof, the gross\n interest expense of the Borrower and its Consolidated Entities, including\n without limitation (i) the current amortized portion of debt discounts to\n the extent included in gross interest expense, (ii) the current amortized\n\n\n\n 8\n\n\n\n\n\n portion of all fees (including fees payable in respect of any Rate Hedging\n Obligation) payable in connection with the incurrence of Indebtedness to\n the extent included in gross interest expense, (iii) the portion of any\n payments made in connection with Capital Leases allocable to interest\n expense, and (iv) lease payments, other than the Headquarters Obligations,\n made pursuant to the Headquarters Lease, all determined on a consolidated\n basis in accordance with GAAP applied on a Consistent Basis.\n\n \"Consolidated Net Income\" of the Borrower for any period means the net\n income (or loss) of the Borrower and its Consolidated Entities for such\n period determined on a consolidated basis in accordance with GAAP, without\n giving effect to dividends on any series of preferred stock of any\n Consolidated Entity, whether or not in cash, to the extent such\n consolidated net income was reduced thereby; provided that there shall be\n excluded from such net income (for all purposes, other than compliance with\n Section 8.1(a), to the extent otherwise included therein), without\n duplication, (i) the net income of any Person (other than a Consolidated\n Entity) to the extent that any such income has not actually been received\n by the Borrower or a Consolidated Entity in the form of dividends or\n similar distributions during such period, but including, in any event, net\n income of any Person who becomes a Consolidated Entity whose Acquisition is\n accounted for on a \"pooling of interests\" basis; (ii) except to the extent\n includable in the consolidated net income of the Borrower or a Consolidated\n Entity pursuant to the foregoing clause (i), the net income of any Person\n that accrued prior to the date that (a) such Person becomes a Consolidated\n Entity or is merged into or consolidated with a Consolidated Entity or (b)\n the assets of such Person are acquired by the Borrower or a Consolidated\n Entity; (iii) the net income of any Consolidated Entity to the extent that\n the declaration or payment of dividends or similar distributions by such\n Consolidated Entity of that income is not permitted by operation of the\n terms of its charter or any agreement, instrument, judgment, decree, order,\n statute, rule or governmental regulation applicable to that Consolidated\n Entity during such period; (iv) any gain (or loss), together with any\n related provisions for taxes on any such gain, realized during such period\n by the Borrower or its Consolidated Entities upon (a) the acquisition of\n any securities, or the extinguishment of any Indebtedness, of the Borrower\n or its Consolidated Entities or (b) any asset sale by the referent person\n or any of its Subsidiaries; (v) any extraordinary gain (or extraordinary\n loss), together with any related provision for taxes or tax benefit\n resulting from any such extraordinary gain or loss, realized by the\n Borrower or its Consolidated Entities during such period; and (vi) in the\n case of a successor to any Person by consolidation, merger or transfer of\n its assets, any earnings of the successor prior to such merger,\n consolidation or transfer of assets; provided, further, however, that there\n shall be added back to net income non-recurring, non-cash expenses and cash\n transaction costs relating to professional fees arising in conjunction with\n an Acquisition provided such expenses do not exceed 10% of the Cost of\n Acquisition.\n\n \"Consolidated Net Worth\" of the Borrower as of any date means the\n Consolidated Stockholders' Equity (including any preferred stock that is\n classified as equity under GAAP, other than Disqualified Stock) of the\n Borrower and its Consolidated Entities (excluding any equity adjustment for\n foreign currency translation for any period\n\n\n\n 9\n\n\n\n\n\n subsequent to the Closing Date) on a consolidated basis at such date, as\n determined in accordance with GAAP, less all write-ups subsequent to the\n Closing Date in the book value of any asset owned by the Borrower or any of\n its Consolidated Entities.\n\n \"Consolidated Stockholders' Equity\" shall mean at any time as at which\n the amount thereof is to be determined, the sum of the following amounts in\n respect of the Borrower and the Consolidated Entities: (i) the par or\n stated value of all Capital Stock of the Borrower, (ii) retained earnings,\n (iii) additional paid in capital, (iv) capital surplus and (v) earned\n surplus minus treasury stock.\n\n \"Consolidated Tangible Net Worth\" means, as of any date on which the\n amount thereof is to be determined, Consolidated Stockholders' Equity minus\n (without duplication of deductions in respect of items already deducted in\n arriving at surplus and retained earnings) (i) all reserves (other than\n contingency reserves not allocated to any particular purpose), including\n without limitation reserves for depreciation, depletion, amortization,\n obsolescence, deferred income taxes, insurance and inventory valuation and\n (ii) the net book value of all assets which would be treated as intangible\n assets, such as (without limitation) goodwill (whether representing the\n excess of cost over book value of assets acquired or otherwise),\n capitalized expenses, unamortized debt discount and expense, consignment\n inventory rights, patents, trademarks, trade names, copyrights, franchises\n and licenses, all as determined on a consolidated basis in accordance with\n GAAP applied on a Consistent Basis.\n\n \"Consolidated Total Assets\" means, as of any date on which the amount\n thereof is to be determined, the net book value of all assets of the\n Borrower and its Consolidated Entities as determined on a consolidated\n basis in accordance with GAAP applied on a Consistent Basis.\n\n \"Consolidated Total Capital\" means, as of any date on which the amount\n thereof is to be determined, the sum of Consolidated Indebtedness plus\n Consolidated Stockholders' Equity of the Borrower and its Consolidated\n Entities.\n\n \"Continue\", \"Continuation\", and \"Continued\" shall refer to the\n continuation pursuant to Section 2.9 hereof of a Eurodollar Rate Loan of\n one Type as a Eurodollar Rate Loan of the same Type from one Interest\n Period to the next Interest Period.\n\n \"Convert\", \"Conversion\" and \"Converted\" shall refer to a conversion\n pursuant to Section 2.9 or Article IV of one Type of Loan into another Type\n of Loan.\n\n \"Contract Provider\" means any Person who provides professional health\n care services under or pursuant to any contract with the Borrower or any\n Subsidiary.\n\n \"Controlled Partnership\" shall mean a general partnership of which the\n Borrower or a Subsidiary is a general partner (but not including Alabama\n World Football), or a limited partnership whose general partners include\n the Borrower or a Subsidiary (but not\n\n 10\n\n\n\n\n\n\n including Vanderbilt), or a limited liability company whose members include\n the Borrower or a Subsidiary or another Controlled Partnership, which\n partnership, whether general or limited, or limited liability company has\n assets with a value in excess of $2,000.00, and with respect to which\n partnership or limited liability company the Borrower or a Subsidiary is\n entitled to receive not less than 50% of any distributions of cash made to\n the partners or members thereof, other than any preferred cash distribution\n arrangement in existence at the Closing Date or approved by the Required\n Lenders in writing, or which is otherwise a Consolidated Entity.\n\n \"Cost of Acquisition\" means, in respect of any Acquisition, the sum of\n (i) the amount of cash paid by the Borrower and its Consolidated Entities\n in connection with such Acquisition, (ii) the Fair Market Value of all\n Capital Stock or other ownership interests of the Borrower or any\n Consolidated Entity issued or given in connection with such Acquisition,\n (iii) the amount (determined by using the face amount or the amount payable\n at maturity, whichever is greater) of all Indebtedness incurred, assumed or\n acquired in connection with such Acquisition, (iv) all additional purchase\n price amounts in the form of earnouts and other contingent obligations that\n should be recorded on the financial statements of the Borrower and its\n Consolidated Entities in connection with Generally Accepted Accounting\n Principles, (v) all amounts paid in respect of covenants not to compete,\n consulting agreements and other affiliated contracts in connection with\n such Acquisition and (vi) the aggregate fair market value of all other\n consideration given by the Borrower and its Consolidated Entities in\n connection with such Acquisition.\n\n \"Default\" means any event or condition which, with the giving or\n receipt of notice or lapse of time or both, would constitute an Event of\n Default.\n\n \"Default Rate\" means (i) with respect to each Fixed Rate Loan, until\n the end of the Interest Period applicable thereto, a rate of two percent\n (2%) plus the Fixed Rate applicable to such Loan, and thereafter at a rate\n of interest per annum which shall be two percent (2%) plus the Base Rate,\n (ii) with respect to Base Rate Loans, at a rate of interest per annum which\n shall be two percent (2%) plus the Base Rate and (iii) in any case, the\n maximum rate permitted by applicable law, if lower.\n\n \"Disqualified Stock\" means any Capital Stock that, by its terms (or by\n the terms of any security into which it is convertible or for which it is\n exchangeable), or upon the happening of any event, matures or is\n mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,\n or is redeemable at the option of the holder thereof, in whole or in part,\n on or prior to the Revolving Credit Termination Date.\n\n \"Dollars\" and the symbol \"$\" mean dollars constituting legal tender\n for the payment of public and private debts in the United States of\n America.\n\n \"Eligible Assignee\" means (i) a Lender, (ii) an affiliate of a Lender,\n and (iii) any other Person approved by the Agent and, unless an Event of\n Default has occurred and is continuing at the time any assignment is\n effected in accordance with Section 11.1, the\n\n\n\n 11\n\n\n\n\n\n Borrower, such approval not to be unreasonably withheld or delayed by the\n Borrower or the Agent and such approval to be deemed given by the Borrower\n if no objection is received by the assigning Lender and the Agent from the\n Borrower within two Business Days after written notice of such proposed\n assignment has been provided by the assigning Lender to the Borrower;\n provided, however, that neither the Borrower nor an affiliate of the\n Borrower shall qualify as an Eligible Assignee.\n\n \"Employee Benefit Plan\" means any employee benefit plan within the\n meaning of Section 3(3) of ERISA which (i) is maintained for employees of\n the Borrower or any of its ERISA Affiliates or is assumed by the Borrower\n or any of its ERISA Affiliates in connection with any Acquisition or (ii)\n has at any time been maintained for the employees of the Borrower or any\n current or former ERISA Affiliate.\n\n \"Environmental Laws\" means any federal, state or local statute, law,\n ordinance, code, rule, regulation, order, decree, permit or license\n regulating, relating to, or imposing liability or standards of conduct\n concerning any environmental matters or conditions, environmental\n protection or conservation, including without limitation, the Comprehensive\n Environmental Response, Compensation and Liability Act of 1980, as amended;\n the Superfund Amendments and Reauthorization Act of 1986, the Resource\n Conservation and Recovery Act, as amended; the Toxic Substances Control\n Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as\n amended; together with all regulations promulgated thereunder, and any\n other \"Superfund\" or \"Superlien\" law.\n\n \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\n amended from time to time, and any successor statute and all rules and\n regulations promulgated thereunder.\n\n \"ERISA Affiliate\", as applied to the Borrower, means any Person or\n trade or business which is a member of a group which is under common\n control with the Borrower, who together with the Borrower, is treated as a\n single employer within the meaning of Section 414(b) and (c) of the Code.\n\n \"Eurodollar Auction\" shall mean a solicitation of Competitive Bid\n Quotes setting forth Eurodollar Margins based on the Interbank Offered Rate\n pursuant to Section 2.2.\n\n \"Eurodollar Margin\" shall have the meaning assigned to such term in\n Section 2.2(c)(ii)(C).\n\n \"Eurodollar Market Loans\" shall mean Competitive Bid Loans interest\n rates on which are determined on the basis of the Interbank Offered Rate\n pursuant to a Eurodollar Auction.\n\n \"Eurodollar Market Rate\" means the interest rate per annum calculated\n according to the following formula:\n\n\n\n 12\n\n\n\n\n\n\n Eurodollar = Interbank Offered Rate + Eurodollar\n --------------------------- -\n Market Rate 1- Reserve Requirement Margin\n\n \"Eurodollar Rate\" means the interest rate per annum calculated\n according to the following formula:\n\n Eurodollar = Interbank Offered Rate + Applicable\n ---------------------------\n Rate 1- Reserve Requirement Margin\n\n \"Eurodollar Rate Loan\" means a Loan for which the rate of interest is\n determined by reference to the Eurodollar Rate.\n\n \"Event of Default\" means any of the occurrences set forth as such in\n Section 9.1.\n\n \"Exchange Act\" means the Securities Exchange Act of 1934, as amended,\n and the regulations promulgated thereunder.\n\n \"Executive Officer\" means any Person who from time to time holds the\n offices with Borrower listed on Exhibit J.\n\n \"Existing Letters of Credit\" means those Letters of Credit described\n on Schedule 1.1 previously issued by the Issuing Bank under the Prior\n Agreement.\n\n \"Facility\" shall mean an inpatient or outpatient rehabilitation\n facility, certified outpatient rehabilitation facility, skilled nursing\n facility, specialty medical center, specialty orthopedic hospital or acute\n care hospital, subacute inpatient facility, transitional living center,\n medical office building, outpatient surgery center or outpatient diagnostic\n center with all buildings and improvements associated therewith, that is\n owned or leased, in whole or part, by the Borrower or a Subsidiary or any\n Controlled Partnership.\n\n \"Fair Market Value\" shall mean, with respect to any capital stock or\n other ownership interests issued or given by the Borrower or any\n Consolidated Entity in connection with an Acquisition, (i) in the case of\n capital stock that is Common Stock and such Common Stock is then designated\n as a national market system security by the National Association of\n Securities Dealers, Inc. (\"NASD\") or is listed on a national securities\n exchange, the average of the last reported bid and ask quotations or prices\n reported thereon for Common Stock or such other value as may be ascribed to\n the Common Stock in a definitive merger or acquisition agreement provided\n such value is determined according to customary methods for like\n transactions and is approved (to the extent required by Borrower's charter\n or bylaws) by the Borrower's Board of Directors or (ii) in the case of\n capital stock that is not Common Stock or in the event that Common Stock is\n not so designated by NASD or listed on such national exchange, or in the\n case of any other ownership interests, the determination of the fair market\n value thereof in good faith by a majority of disinterested members of the\n board of directors of the Borrower or such Consolidated Entity, in each\n case effective as of the close of business on the Business Day immediately\n preceding the closing date of such Acquisition.\n\n\n\n 13\n\n\n\n\n\n\n \"Federal Funds Rate\" means, for any day, the rate per annum (rounded\n upwards, if necessary, to the nearest 1\/100th of 1%) equal to the weighted\n average of the rates on overnight Federal funds transactions with members\n of the Federal Reserve System arranged by Federal funds brokers on such\n day, as published by the Federal Reserve Bank of New York on the Business\n Day next succeeding such day, provided that (a) if such day is not a\n Business Day, the Federal Funds Rate for such day shall be such rate on\n such transactions on the next preceding Business Day as so published on the\n next succeeding Business Day, and (b) if no such rate is so published on\n such next succeeding Business Day, the Federal Funds Rate for such day\n shall be the average rate charged to the Agent (in its individual capacity)\n on such day on such transaction as determined by the Agent.\n\n \"Fiscal Year\" means, with respect to the Borrower, the twelve month\n fiscal period of the Borrower commencing on January 1 of each calendar year\n and ending on December 31 of each calendar year.\n\n \"Fixed Rate\" shall mean the Absolute Rate or the Eurodollar Market\n Rate or the Eurodollar Rate, as the case may be.\n\n \"Fixed Rate Loan\" means a Loan for which the rate of interest is\n determined by reference to the Fixed Rate.\n\n \"Four-Quarter Period\" means a period of four full consecutive fiscal\n quarters of the Borrower and its Subsidiaries, taken together as one\n accounting period.\n\n \"GAAP\" or \"Generally Accepted Accounting Principles\" means generally\n accepted accounting principles, being those principles of accounting set\n forth in pronouncements of the Financial Accounting Standards Board or the\n American Institute of Certified Public Accountants or which have other\n substantial authoritative support and are applicable in the circumstances\n as of the date of a report.\n\n \"Governmental Authority\" shall mean any Federal, state, municipal,\n national or other governmental department, commission, board, bureau,\n court, agency or instrumentality or political subdivision thereof or any\n entity or officer exercising executive, legislative, judicial, regulatory\n or administrative functions of or pertaining to any government or any\n court, in each case whether associated with a state of the United States,\n the United States, or a foreign entity or government.\n\n \"Guaranteed Obligations\" of any Person shall mean all guaranties\n (including guaranties of guaranties and guaranties of dividends and other\n monetary obligations), endorsements, assumptions and other contingent\n obligations with respect to, or to purchase or to otherwise pay or acquire,\n Indebtedness of others; provided, however, that such term shall not include\n obligations under leases and other contracts initially incurred directly by\n another Person and subsequently directly assumed by the Person in question,\n but such term shall include obligations that, if the same had been\n initially incurred directly by the Person in question, would have\n constituted Guaranteed Obligations.\n\n\n\n 14\n\n\n\n\n\n\n \"Hazardous Material\" means and includes any pollutant, contaminant, or\n hazardous, toxic or dangerous waste, substance or material (including\n without limitation petroleum products, asbestos-containing materials, and\n lead), the generation, handling, storage, disposal, treatment or emission\n of which is subject to any Environmental Law.\n\n \"HCFA\" means the United States Health Care Financing Administration\n and any successor thereto.\n\n \"Headquarters Lease\" means the Lease Agreement between HEALTHSOUTH\n Holdings, Inc., as Lessee, and First Security Bank of Utah, N.A., as\n Lessor, dated as of November 16, 1995 providing for the lease to\n HEALTHSOUTH Holdings, Inc. of the land and improvements thereon located on\n the property described therein, as such Lease Agreement may be amended,\n modified, supplemented or restated in its entirety from time to time.\n\n \"Headquarters Obligations\" means all of the Holder Advances and Loans,\n as each such term is defined in the Participation Agreement.\n\n \"Indebtedness\" of any Person at any date means, without duplication:\n (i) all indebtedness of such Person for borrowed money (whether or not the\n recourse of the lender is to the whole of the assets of such Person or only\n to a portion thereof); (ii) all obligations of such Person evidenced by\n bonds, debentures, notes or other similar instruments; (iii) all\n obligations (contingent or otherwise) of such Person in respect of letters\n of credit or other similar instruments (or reimbursement obligations with\n respect thereto); (iv) all obligations of such Person with respect to Rate\n Hedging Obligations (other than those that fix the interest rate on\n variable rate indebtedness otherwise permitted hereunder or that protect\n the Borrower and or its Consolidated Entities against changes in foreign\n exchange rates); (v) obligations of such Person to pay the deferred and\n unpaid purchase price of property or services, except trade payables and\n accrued expenses incurred in the ordinary course of business; (vi) all\n Capitalized Lease Obligations of such Person; (vii) all indebtedness of\n others secured by a Lien on any assets of such Person, whether or not such\n indebtedness is assumed by such Person; (viii) all Guaranteed Obligations;\n (ix) the Headquarters Obligations; and (x) all obligations of a like nature\n to those described in clauses (i) through (ix) above of a partnership of\n which such Person is a general partner or of a limited liability company of\n which such Person is a member. The amount of Indebtedness of any Person at\n any date shall be the outstanding balance at such date of all unconditional\n obligations as described above, the maximum liability of such Person for\n any such contingent obligations at such date and, in the case of clause\n (vii), the amount of the Indebtedness secured.\n\n \"Interbank Offered Rate\" means, for any Eurodollar Rate Loan or\n Eurodollar Market Loan for the Interest Period applicable thereto, the rate\n per annum (rounded upwards, if necessary, to the nearest one-one hundredth\n (1\/100) of one percent) appearing on Dow Jones Telerate Page 3750 (or any\n successor page) as the London interbank offered rate for deposits in\n Dollars at approximately 11:00 a.m. (London time) two\n\n\n\n 15\n\n\n\n\n\n Business Days prior to the first day of such Interest Period for a term\n comparable to such Interest Period. If for any reason such rate is not\n available, the term \"Interbank Offered Rate\" shall mean, for any Eurodollar\n Rate Loan or Eurodollar Market Loan for the Interest Period applicable\n thereto, the rate per annum (rounded upwards, if necessary, to the nearest\n 1\/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank\n offered rate for deposits in Dollars at approximately 11:00 a.m. (London\n time) two Business Days prior to the first day of such Interest Period for\n a term comparable to such Interest Period; provided, however, if more than\n one rate is specified on Reuters Screen LIBO Page, the applicable rate\n shall be the arithmetic mean of all such rates (rounded upwards, if\n necessary, to the nearest 1\/100 of 1%).\n\n \"Interest Period\" shall mean:\n\n (i) with respect to any Eurodollar Rate Loan, each period commencing\n on the date such Eurodollar Rate Loan is made or Converted from a Loan of\n another Type or the last day of the next preceding Interest Period for such\n Loan and ending on the numerically corresponding day in the first, second,\n third or sixth calendar month thereafter, as the Borrower may select as\n provided in Section 2.3, except that each Interest Period that commences on\n the last Business Day of a calendar month (or on any day for which there is\n no numerically corresponding day in the appropriate subsequent calendar\n month) shall end on the last Business Day of the appropriate subsequent\n calendar month;\n\n (ii) with respect to any Absolute Rate Loan, the period commencing on\n the date such Absolute Rate Loan is made and ending on any Business Day up\n to 180 days thereafter, as the Borrower may select as provided in Section\n 2.2(b); and\n\n (iii) with respect to any Eurodollar Market Loan, the period\n commencing on the date such Eurodollar Market Loan is made and ending on\n the numerically corresponding day in the first, second, third or sixth\n calendar month thereafter, as the Borrower may select as provided in\n Section 2.2(b), except that each Interest Period that commences on the last\n Business Day of a calendar month (or any day for which there is no\n numerically corresponding day in the appropriate subsequent calendar month)\n shall end on the last Business Day of the appropriate subsequent calendar\n month.\n\n Notwithstanding the foregoing: (i) if any Interest Period for any\n Competitive Bid Loan would otherwise end after the Revolving Credit\n Termination Date, such Interest Period shall end on the Revolving Credit\n Termination Date; (ii) if any Interest Period for any Eurodollar Rate Loan\n would otherwise end after the Revolving Credit Termination Date, such\n Interest Period shall end on the Revolving Credit Termination Date; (iii)\n each Interest Period that would otherwise end on a day which is not a\n Business Day shall end on the next succeeding Business Day (or, in the case\n of an Interest Period for a Eurodollar Rate Loan or a Eurodollar Market\n Loan, if such next succeeding Business Day falls in the next succeeding\n calendar month, on the next preceding Business Day); and (iv)\n notwithstanding clauses (i), (ii) and (iii) above, no Interest Period for\n any Loan (other than an Absolute Rate Loan) shall have a duration of less\n than one month (in the case of\n\n\n\n 16\n\n\n\n\n\n a Eurodollar Rate Loan or a Eurodollar Market Loan) and, if the Interest\n Period for any Eurodollar Rate Loan or Eurodollar Market Loan would\n otherwise be a shorter period, such Loan shall not be available hereunder\n for such period.\n\n \"Interest Rate Selection Notice\" means the written notice delivered by\n an Authorized Representative in connection with the election of a\n subsequent Interest Period for any Eurodollar Rate Loan or the Conversion\n of any Eurodollar Rate Loan into a Base Rate Loan or the Conversion of any\n Base Rate Loan into a Eurodollar Rate Loan, in the form of Exhibit E.\n\n \"Issuing Bank\" means NationsBank as issuer of Letters of Credit under\n Article III.\n\n \"LC Account Agreement\" means the LC Account Agreement dated as of the\n date hereof between the Borrower and the Issuing Bank, as amended, modified\n or supplemented from time to time.\n\n \"Letter of Credit\" means a standby letter of credit issued by the\n Issuing Bank pursuant to Article III for the account of the Borrower in\n favor of a Person advancing credit or securing an obligation on behalf of\n the Borrower, including the Existing Letters of Credit.\n\n \"Letter of Credit Commitment\" means, with respect to each Lender, the\n obligation of such Lender to acquire Participations in respect of Letters\n of Credit and Reimbursement Obligations up to an aggregate amount at any\n one time outstanding equal to such Lender's Applicable Commitment\n Percentage of the Total Letter of Credit Commitment as the same may be\n increased or decreased from time to time pursuant to this Agreement.\n\n \"Letter of Credit Facility\" means the facility described in Article\n III providing for the issuance by the Issuing Bank for the account of the\n Borrower of Letters of Credit in an aggregate stated amount at any time\n outstanding not exceeding, together with all Reimbursement Obligations, the\n Total Letter of Credit Commitment.\n\n \"Letter of Credit Outstandings\" means, as of any date of\n determination, the aggregate amount remaining undrawn under all Letters of\n Credit plus Reimbursement Obligations then outstanding.\n\n \"Lien\" means any interest in property securing any obligation owed to,\n or a claim by, a Person other than the owner of the property, whether such\n interest is based on the common law, statute or contract, and including but\n not limited to the lien or security interest arising from a mortgage,\n encumbrance, pledge, security agreement, conditional sale or trust receipt\n or a lease, consignment or bailment for security purposes. For the purposes\n of this Agreement, the Borrower and any Subsidiary shall be deemed to be\n the owner of any property which it has acquired or holds subject to a\n conditional sale agreement, financing lease, or other arrangement pursuant\n to which title to the property has been retained by or vested in some other\n Person for security purposes.\n\n\n\n 17\n\n\n\n\n\n \"Loan\" or \"Loans\" means any Syndicated Loans, Competitive Bid Loans,\n Reimbursement Obligations and Letter of Credit Outstandings and all\n extensions and renewals thereof.\n\n \"Loan Documents\" means this Agreement, the Notes, the LC Account\n Agreement, the Applications and Agreements for Letter of Credit and all\n other instruments and documents heretofore or hereafter executed or\n delivered to or in favor of any Lender or the Agent in connection with the\n Loans made, Letters of Credit issued and transactions contemplated under\n this Agreement, as the same may be amended, supplemented or replaced from\n time to time.\n\n \"Material Adverse Effect\" means a material adverse effect on (i) the\n business, properties, operations or condition, financial or otherwise, of\n the Borrower and its Consolidated Entities, taken as a whole, (ii) the\n ability of the Borrower to pay or perform its obligations, liabilities and\n indebtedness under the Loan Documents as such payment or performance\n becomes due in accordance with the terms thereof, or (iii) the rights,\n powers and remedies of the Agent or any Lender under any Loan Document or\n the validity, legality or enforceability thereof (including for purposes of\n clauses (ii) and (iii) the imposition of burdensome conditions thereon).\n\n \"Material Group\" shall mean, at any time, any group, whether one or\n more, or combination of Consolidated Entities (a) whose assets, in the\n aggregate, constitute 5% or more of the assets of the Borrower and the\n Consolidated Entities on a consolidated basis or (b) whose net revenues, in\n the aggregate, constitute 5% or more of the net revenues of the Borrower\n and the Consolidated Entities on a consolidated basis.\n\n \"Medicaid Certification\" means certification by HCFA or a state agency\n or entity under contract with HCFA that a health care operation is in\n compliance with all the conditions of participation set forth in the\n Medicaid Regulations.\n\n \"Medicaid Provider Agreement\" means an agreement entered into between\n a state agency or other entity administering the Medicaid program and a\n health care operation under which the health care operation agrees to\n provide services for Medicaid patients in accordance with the terms of the\n agreement and Medicaid Regulations.\n\n \"Medicaid Regulations\" means, collectively, (i) all federal statutes\n (whether set forth in Title XIX of the Social Security Act or elsewhere)\n affecting the medical assistance program established by Title XIX of the\n Social Security Act and any statutes succeeding thereto; (ii) all\n applicable provisions of all federal rules, regulations, manuals and orders\n of all Governmental Authorities promulgated pursuant to or in connection\n with the statutes described in clause (i) above and all federal\n administrative, reimbursement and other guidelines of all Governmental\n Authorities having the force of law promulgated pursuant to or in\n connection with the statutes described in clause (i) above; (iii) all state\n statutes and plans for medical assistance enacted in connection with the\n statutes and provisions described in clauses (i) and (ii) above; and (iv)\n all applicable provisions of all\n\n\n\n 18\n\n\n\n\n\n rules, regulations, manuals and orders of all Governmental Authorities\n promulgated pursuant to or in connection with the statutes described in\n clause (iii) above and all state administrative, reimbursement and other\n guidelines of all Governmental Authorities having the force of law\n promulgated pursuant to or in connection with the statutes described in\n clause (ii) above, in each case as may be amended, supplemented or\n otherwise modified from time to time.\n\n \"Medicare Certification\" means certification by HCFA or a state agency\n or entity under contract with HCFA that a health care operation is in\n compliance with all the conditions of participation set forth in the\n Medicare Regulations.\n\n \"Medicare Provider Agreement\" means an agreement entered into between\n a state agency or other entity administering the Medicare program and a\n health care operation under which the health care operation agrees to\n provide services for Medicare patients in accordance with the terms of the\n agreement and Medicare Regulations.\n\n \"Medicare Regulations\" means, collectively, all federal statutes\n (whether set forth in Title XVIII of the Social Security Act or elsewhere)\n affecting the health insurance program for the aged and disabled\n established by Title XVIII of the Social Security Act and any statutes\n succeeding thereto; together with all applicable provisions of all rules,\n regulations, manuals and orders and administrative, reimbursement and other\n guidelines having the force of law of all Governmental Authorities\n (including without limitation, Health and Human Services (\"HHS\"), HCFA, the\n Office of the Inspector General for HHS, or any Person succeeding to the\n functions of any of the foregoing) promulgated pursuant to or in connection\n with any of the foregoing having the force of law, as each may be amended,\n supplemented or otherwise modified from time to time.\n\n \"Moody's\" means Moody's Investors Service, Inc.\n\n \"Multiemployer Plan\" means a \"multiemployer plan\" as defined in\n Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is\n making, or is accruing an obligation to make, contributions or has made, or\n been obligated to make, contributions within the preceding six (6) Fiscal\n Years.\n\n \"NationsBank\" means NationsBank, National Association.\n\n \"1997 10-K\" means the Borrower's Annual Report on Form 10-K for the\n Fiscal Year Ended December 31, 1997;\n\n \"Notes\" means, collectively, the Revolving Notes and the Competitive\n Bid Notes.\n\n \"Obligations\" means the obligations, liabilities and Indebtedness of\n the Borrower with respect to (i) the principal and interest on the Loans as\n evidenced by the Notes, (ii) the Reimbursement Obligations and otherwise in\n respect of the Letters of Credit, (iii) all liabilities of the Borrower to\n any Lender which arise under a Swap Agreement, and (iv)\n\n\n\n 19\n\n\n\n\n\n the payment and performance of all other obligations, liabilities and\n Indebtedness of the Borrower to the Lenders or the Agent hereunder, under\n any one or more of the other Loan Documents or with respect to the Loans.\n\n \"Participation\" means, with respect to any Lender (other than the\n Issuing Bank) and a Letter of Credit, the extension of credit represented\n by the participation of such Lender hereunder in the liability of the\n Issuing Bank in respect of a Letter of Credit issued by the Issuing Bank in\n accordance with the terms hereof.\n\n \"Participation Agreement\" means the Participation Agreement dated\n November 16, 1995 among HEALTHSOUTH Corporation, as Construction Agent,\n HEALTHSOUTH Holdings, Inc., as Lessee, First Security Bank of Utah, N.A.,\n as Trustee, the Holders identified therein, the Lenders identified therein,\n and NationsBank, National Association, as Agent, as such Participation\n Agreement may be amended, modified, supplemented or restated in its\n entirety from time to time.\n\n \"PBGC\" means the Pension Benefit Guaranty Corporation and any\n successor thereto.\n\n \"Pension Plan\" means any employee pension benefit plan within the\n meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is\n subject to the provisions of Title IV of ERISA or Section 412 of the Code\n and which (i) is maintained for employees of the Borrower or any of its\n ERISA Affiliates or is assumed by the Borrower or any of its ERISA\n Affiliates in connection with any Acquisition or (ii) has at any time been\n maintained for the employees of the Borrower or any current or former ERISA\n Affiliate.\n\n \"Permitted Encumbrances\" shall mean:\n\n (1) liens for taxes, assessments and other governmental charges\n that are not delinquent or that are being contested in good faith by\n appropriate proceedings duly pursued;\n\n (2) mechanic's, materialmen's, contractor's, landlord's or other\n similar liens arising in the ordinary course of business, securing\n obligations that are not delinquent or that are being contested in\n good faith by appropriate proceedings duly pursued;\n\n (3) restrictions, exceptions, reservations, easements,\n conditions, limitations and other matters of record that do not\n materially adversely affect the value or utility of the affected\n property;\n\n (4) Liens on assets securing Indebtedness the proceeds of which\n are used to acquire such assets;\n\n\n\n 20\n\n\n\n\n\n (5) Liens and other matters approved in writing by the Required\n Lenders; and\n\n (6) Liens in favor of landlords, the amount secured by which\n landlords' Liens, in the aggregate, would not materially adversely\n affect the Borrower or a Material Group.\n\n \"Permitted Investments\" shall mean:\n\n (1) direct obligations of, or obligations the payment of which is\n guaranteed by, the United States of America or an interest in any\n trust or fund that invests solely in such obligations or repurchase\n agreements, properly secured, with respect to such obligations.\n\n (2) direct obligations of agencies or instrumentalities of the\n United States of America having a rating of A or higher by S&P or A2\n or higher by Moody's;\n\n (3) a certificate of deposit issued by, or other interest-bearing\n deposits with, a bank which is a Lender or an affiliate of a Lender,\n or a bank having its principal place of business in the United States\n of America and having equity capital of not less than $250,000,000;\n\n (4) a certificate of deposit issued by, or other interest-bearing\n deposits with, any other bank organized under the laws of the United\n States of America or any state thereof, provided that such deposit is\n either (i) insured by the Federal Deposit Insurance Corporation or\n (ii) properly secured by such bank by pledging direct obligations of\n the United States of America having a market value not less than the\n face amount of such deposits;\n\n (5) the capital stock of and partnership interests in, and loans\n made by the Borrower to, Controlled Partnerships and Subsidiaries;\n\n (6) prime commercial paper maturing within 270 days of the\n acquisition thereof and, at the time of acquisition, having a rating\n of A-1 or higher by S&P, or P-1 or higher by Moody's;\n\n (7) eligible banker's acceptances, repurchase agreements and\n tax-exempt municipal bonds having a maturity of less than one year, in\n each case having a rating, or that is the full recourse obligation of\n a person whose senior debt is rated, A or higher by S&P or A2 or\n higher by Moody's;\n\n (8) loans made by the Borrower or a Consolidated Entity in an\n aggregate amount of $2,000,000 or less to employees of the Borrower or\n of a Consolidated Entity;\n\n\n\n 21\n\n\n\n\n\n\n (9) loans made by the Borrower or a Controlled Partnership in an\n aggregate amount of $1,000,000 or less to limited partners (or\n potential limited partners) of Controlled Partnerships for the purpose\n of enabling such limited partners to acquire limited partnership\n interests in Controlled Partnerships, to operate their practices or to\n restructure partnership interests;\n\n (10) loans in an aggregate amount of up to $20,000,000 made by\n the Borrower to the HEALTHSOUTH Employee Stock Benefit Plan;\n\n (11) scholarship loans made by the Borrower in an aggregate\n amount not exceeding $1,000,000 to individuals who meet certain\n eligibility requirements as established by the Borrower from time to\n time;\n\n (12) up to 100% of the outstanding shares of stock of Caretenders\n Healthcorp (formerly known as Senior Services, Inc.) provided that\n aggregate costs incurred to purchase such shares shall not exceed\n $12,000,000;\n\n (13) other investments of less than $5,000,000 in the aggregate\n expressly approved in writing by the Agent and investments of\n $5,000,000 or greater expressly approved in writing by the Required\n Lenders;\n\n (14) any other investment having a rating of A or higher or A-1\n or higher by S&P or A2 or higher or P-1 or higher by Moody's;\n\n (15) loans to health care practitioners and other persons not to\n exceed in the aggregate $5,000,000;\n\n (16) investments in Acacia Venture Partners, HEALTHSMART,\n MedPartners and Austin Medical Office Building which in the aggregate\n do not exceed $5,000,000; and\n\n (17) additional investments existing on the Closing Date and\n described in Exhibit G.\n\n \"Person\" means an individual, partnership, corporation, limited\n liability company, trust, unincorporated organization, association, joint\n venture or a government or agency or political subdivision thereof.\n\n \"Prime Rate\" means the per annum rate of interest established from\n time to time by NationsBank as its prime rate, which rate may not be the\n lowest rate of interest charged by NationsBank to its Customers.\n\n \"Principal Office\" means the office of the Agent at NationsBank,\n National Association, Independence Center, 15th Floor, NC1 001-15-04,\n Charlotte, North Carolina\n\n\n\n 22\n\n\n\n\n\n 28255, Attention: Agency Services, or such other office and address as the\n Agent may from time to time designate.\n\n \"Rate Hedging Obligations\" means any and all obligations of the\n Borrower or any Consolidated Entity, whether absolute or contingent and\n howsoever and whensoever created, arising, evidenced or acquired (including\n all renewals, extensions and modifications thereof and substitutions\n therefor), under (i) any and all agreements, devices or arrangements\n designed to protect the Borrower or such Consolidated Entity from the\n fluctuations of interest rates, exchange rates or forward rates applicable\n to such party's assets, liabilities or exchange transactions, including,\n but not limited to, Dollar- denominated or cross-currency interest rate\n exchange agreements, forward currency exchange agreements, interest rate\n cap or collar protection agreements, forward rate currency or interest rate\n options, puts, warrants and those commonly known as interest rate \"swap\"\n agreements; and (ii) any and all cancellations, buybacks, reversals,\n terminations or assignments of any of the foregoing.\n\n \"Rating\" means the rating of senior unsecured Indebtedness of the\n Borrower in effect at any time which rating is made by either of Moody's or\n S&P.\n\n \"Regulation D\" means Regulation D of the Board as the same may be\n amended or supplemented from time to time.\n\n \"Reimbursement Obligation\" shall mean, at any time, the obligation of\n the Borrower with respect to any Letter of Credit to reimburse the Issuing\n Bank and the Lenders to the extent of their respective Participations\n (including by the receipt by the Issuing Bank of proceeds of Loans pursuant\n to Section 3.2) for amounts theretofore paid by the Issuing Bank pursuant\n to a drawing under such Letter of Credit.\n\n \"Required Lenders\" means, as of any date, Lenders on such date having\n Credit Exposures (as defined below) aggregating at least 51% of the\n aggregate Credit Exposures of all the Lenders on such date. For purposes of\n the preceding sentence, the amount of the \"Credit Exposure\" of each Lender\n shall be equal to the aggregate principal amount of the Loans without\n regard to any Competitive Bid Loan, so long as there exists no Event of\n Default, owing to such Lender plus the aggregate unutilized amounts of such\n Lender's Revolving Credit Commitment plus the amount of such Lender's\n Applicable Commitment Percentage of Letter of Credit Outstandings; provided\n that, if any Lender shall have failed to pay to the Issuing Bank its\n Applicable Commitment Percentage of any drawing under any Letter of Credit\n resulting in an outstanding Reimbursement Obligation, such Lender's Credit\n Exposure attributable to Letters of Credit and Reimbursement Obligations\n shall be deemed to be held by the Issuing Bank for purposes of this\n definition.\n\n \"Reserve Requirement\" means, at any time, the maximum rate at which\n reserves (including, without limitation, any marginal, special,\n supplemental, or emergency reserves) are required to be maintained under\n regulations issued from time to time by the Board by member banks of the\n Federal Reserve System (or any successor) by member banks of the\n\n\n\n 23\n\n\n\n\n\n Federal Reserve System against \"Eurocurrency liabilities\" (as such term is\n used in Regulation D). Without limiting the effect of the foregoing, the\n Reserve Requirement shall reflect any other reserves required to be\n maintained by such member banks with respect to (i) any category of\n liabilities which includes deposits by reference to which the Eurodollar\n Rate is to be determined, or (ii) any category of extensions of credit or\n other assets which include Eurodollar Rate Loans. The Eurodollar Rate shall\n be adjusted automatically on and as of the effective date of any change in\n the Reserve Requirement.\n\n \"Restricted Payment\" means (a) any dividend or other distribution,\n direct or indirect, on account of any shares of any class of stock of\n Borrower or any of its Consolidated Entities (other than those payable or\n distributable solely to the Borrower) now or hereafter outstanding, except\n a dividend payable solely in shares of a class of stock to the holders of\n that class; (b) any redemption, conversion, exchange, retirement or similar\n payment, purchase or other acquisition for value, direct or indirect, of\n any shares of any class of stock of the Borrower or any of its Consolidated\n Entities (other than those payable or distributable solely to the Borrower)\n now or hereafter outstanding; (c) any payment made to retire, or to obtain\n the surrender of, any outstanding warrants, options or other rights to\n acquire shares of any class of stock of the Borrower or any of its\n Consolidated Entities now or hereafter outstanding; and (d) any issuance\n and sale of capital stock of any Consolidated Entity of the Borrower (or\n any option, warrant or right to acquire such stock) other than to the\n Borrower.\n\n \"Revolving Credit Commitment\" means, with respect to each Lender, the\n obligation of such Lender to make Syndicated Loans to the Borrower up to an\n aggregate principal amount at any one time outstanding equal to such\n Lender's Applicable Commitment Percentage of the Total Revolving Credit\n Commitment.\n\n \"Revolving Credit Facility\" means the facility described in Article II\n providing for Loans to the Borrower by the Lenders in the aggregate\n principal amount of the Total Revolving Credit Commitment.\n\n \"Revolving Credit Outstandings\" means, as of any date of\n determination, the aggregate principal amount of all Syndicated Loans then\n outstanding.\n\n \"Revolving Credit Termination Date\" means (i) the Stated Termination\n Date or (ii) such earlier date of termination of Lenders' Obligations as\n may be determined pursuant to Section 9.1 upon the occurrence of an Event\n of Default, or (iii) such date as the Borrower may voluntarily and\n permanently terminate the Revolving Credit Facility by payment in full of\n all Revolving Credit Outstandings, Competitive Bid Loans and all Letter of\n Credit Outstandings and cancellation of all Letters of Credit, together\n with all accrued and unpaid interest and fees thereon.\n\n \"Revolving Notes\" means, collectively, the promissory notes of the\n Borrower evidencing Syndicated Loans executed and delivered to the Lenders\n as provided in Section\n\n\n\n 24\n\n\n\n\n\n 2.5, substantially in the form of Exhibit F, with appropriate insertions as\n to amounts, dates and names of Lenders.\n\n \"S&P\" means Standard & Poor's Rating Group, a division of The McGraw\n Hill Companies.\n\n \"Single Employer Plan\" means any employee pension benefit plan covered\n by Title IV of ERISA in respect of which the Borrower or any Subsidiary is\n an \"employer\" as described in Section 4001(b) of ERISA and which is not a\n Multiemployer Plan.\n\n \"Solvent\" means, when used with respect to any Person, that at the\n time of determination:\n\n (i) the fair value of its assets (both at fair valuation and at\n present fair saleable value on an orderly basis) is in excess of the\n total amount of its liabilities, including contingent obligations; and\n\n (ii) it is then able and expects to be able to pay its debts as\n they mature; and\n\n (iii) it has capital sufficient to carry on its business as\n conducted and as proposed to be conducted.\n\n \"Stated Termination Date\" means June 22, 2003.\n\n \"Subordinated Debt\" means any unsecured Indebtedness of the Borrower\n or any Consolidated Entity (other than inter-company Indebtedness) which is\n subordinated in right of payment in all respects to the Obligations in a\n manner reasonably acceptable to the Agent.\n\n \"Subsidiary\" means any corporation or other entity in which more than\n 50% of its outstanding voting stock or more than 50% of all equity\n interests is owned directly or indirectly by the Borrower and\/or by one or\n more of the Borrower's Subsidiaries.\n\n \"Swap Agreement\" means one or more agreements between the Borrower and\n any Person with respect to Indebtedness evidenced by any or all of the\n Notes, on terms mutually acceptable to Borrower and such Person and\n approved by each of the Lenders, which agreements create Rate Hedging\n Obligations; provided, however, that no such approval of the Lenders shall\n be required to the extent such agreements are entered into between the\n Borrower and any Lender.\n\n \"Syndicated Loans\" shall mean any borrowing pursuant to an Advance\n provided for by Section 2.1, which may be Base Rate Loans or Eurodollar\n Rate Loans.\n\n\n\n 25\n\n\n\n\n\n \"Termination Event\" means: (i) a \"Reportable Event\" described in\n Section 4043 of ERISA and the regulations issued thereunder (unless the\n notice requirement has been waived by applicable regulation); or (ii) the\n withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan\n during a plan year in which it was a \"substantial employer\" as defined in\n Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of\n ERISA; or (iii) the termination of a Pension Plan, the filing of a notice\n of intent to terminate a Pension Plan or the treatment of a Pension Plan\n amendment as a termination under Section 4041 of ERISA; or (iv) the\n institution of proceedings to terminate a Pension Plan by the PBGC; or (v)\n any other event or condition which would constitute grounds under Section\n 4042(a) of ERISA for the termination of, or the appointment of a trustee to\n administer, any Pension Plan; or (vi) the partial or complete withdrawal of\n the Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the\n imposition of a Lien pursuant to Section 412 of the Code or Section 302 of\n ERISA; or (viii) any event or condition which results in the reorganization\n or insolvency of a Multiemployer Plan under Section 4241 or Section 4245 of\n ERISA, respectively; or (ix) any event or condition which results in the\n termination of a Multiemployer Plan under Section 4041A of ERISA or the\n institution by the PBGC of proceedings to terminate a Multiemployer Plan\n under Section 4042 of ERISA.\n\n \"Total Letter of Credit Commitment\" means an amount not to exceed\n $75,000,000.\n\n \"Total Revolving Credit Commitment\" means a principal amount equal to\n $1,750,000,000, as reduced from time to time in accordance with Section\n 2.1(a) and Section 2.8.\n\n \"Unused Amount\" shall mean with respect to each Lender, (a) the\n Revolving Credit Commitment of such Lender less (b) such Lender's pro rata\n share of outstanding Syndicated Loans and Letter of Credit Outstandings\n less (c) the outstanding principal amount of all Competitive Bid Loans then\n held by such Lender; provided that in no event shall such amount be a\n negative number.\n\n \"Vanderbilt\" shall mean Vanderbilt Stallworth Rehabilitation Hospital,\n L.P., the partners of which are the Borrower, Vanderbilt University and\n Vanderbilt Health Services.\n\n \"Voting Stock\" means shares of Capital Stock issued by a corporation,\n or equivalent interests in any other Person, the holders of which are\n ordinarily, in the absence of contingencies, entitled to vote for the\n election of directors (or persons performing similar functions) of such\n Person, even if the right so to vote has been suspended by the happening of\n such a contingency.\n\n 1.2. Rules of Interpretation.\n\n (a) All accounting terms not specifically defined herein shall have\n the meanings assigned to such terms and shall be interpreted in accordance\n with GAAP applied on a Consistent Basis.\n\n\n\n 26\n\n\n\n\n\n\n (b) The headings, subheadings and table of contents used herein or in\n any other Loan Document are solely for convenience of reference and shall\n not constitute a part of any such document or affect the meaning,\n construction or effect of any provision thereof.\n\n (c) Except as otherwise expressly provided, references herein to\n articles, sections, paragraphs, clauses, annexes, appendices, exhibits and\n schedules are references to articles, sections, paragraphs, clauses,\n annexes, appendices, exhibits and schedules in or to this Agreement.\n\n (d) All definitions set forth herein or in any other Loan Document\n shall apply to the singular as well as the plural form of such defined\n term, and all references to the masculine gender shall include reference to\n the feminine or neuter gender, and vice versa, as the context may require.\n\n (e) When used herein or in any other Loan Document, words such as\n \"hereunder\", \"hereto\", \"hereof\" and \"herein\" and other words of like import\n shall, unless the context clearly indicates to the contrary, refer to the\n whole of the applicable document and not to any particular article,\n section, subsection, paragraph or clause thereof.\n\n (f) References to \"including\" means including without limiting the\n generality of any description preceding such term, and for purposes hereof\n the rule of ejusdem generis shall not be applicable to limit a general\n statement, followed by or referable to an enumeration of specific matters,\n to matters similar to those specifically mentioned.\n\n (g) All dates and times of day specified herein shall refer to such\n dates and times at Charlotte, North Carolina.\n\n (h) Each of the parties to the Loan Documents and their counsel have\n reviewed and revised, or requested (or had the opportunity to request)\n revisions to, the Loan Documents, and any rule of construction that\n ambiguities are to be resolved against the drafting party shall be\n inapplicable in the construing and interpretation of the Loan Documents and\n all exhibits, schedules and appendices thereto.\n\n (i) Any reference to an officer of the Borrower or any other Person by\n reference to the title of such officer shall be deemed to refer to each\n other officer of such Person, however titled, exercising the same or\n substantially similar functions.\n\n (j) All references to any agreement or document as amended, modified\n or supplemented, or words of similar effect, shall mean such document or\n agreement, as the case may be, as amended, modified or supplemented from\n time to time only as and to the extent permitted therein and in the Loan\n Documents.\n\n 1.3. Classes and Types of Loans. Loans hereunder are distinguished by\n\"Class\" and by \"Type\". The \"Class\" of a Loan refers to whether such Loan is a\nCompetitive Bid Loan or a Syndicated Loan, each of which constitutes a Class.\nThe \"Type\" of a Loan refers to whether\n\n\n\n 27\n\n\n\n\n\nsuch Loan is a Base Rate Loan, a Eurodollar Rate Loan, an Absolute Rate Loan, or\na Eurodollar Market Loan, each of which constitutes a Type. Loans may be\nidentified by both Class and Type.\n\n\n\n\n 28\n\n\n\n\n\n\n ARTICLE II\n\n The Loans\n\n 2.1. Syndicated Loans.\n\n (a) Commitment. Subject to the terms and conditions of this Agreement,\neach Lender severally agrees to make Advances to the Borrower under the\nRevolving Credit Facility from time to time from the Closing Date until the\nRevolving Credit Termination Date on a pro rata basis as to the total borrowing\nrequested by the Borrower on any day determined by such Lender's Applicable\nCommitment Percentage up to but not exceeding the Revolving Credit Commitment of\nsuch Lender, provided, however, that the Lenders will not be required and shall\nhave no obligation to make any such Advance (i) so long as a Default or an Event\nof Default has occurred and is continuing or (ii) if the maturity of any of the\nNotes has been accelerated as a result of an Event of Default; provided further,\nhowever, that immediately after giving effect to each such Advance, the\nprincipal amount of Revolving Credit Outstandings plus Letters of Credit\nOutstandings plus outstanding Competitive Bid Loans shall not exceed the Total\nRevolving Credit Commitment. Within such limits, the Borrower may borrow, repay\nand reborrow under the Revolving Credit Facility on a Business Day from the\nClosing Date until, but (as to borrowings and reborrowings) not including, the\nRevolving Credit Termination Date; provided, however, that (y) no Loan that is a\nEurodollar Rate Loan shall be made which has an Interest Period that extends\nbeyond the Revolving Credit Termination Date and (z) each Loan that is a\nEurodollar Rate Loan may, subject to the provisions of Section 2.4, be repaid\nonly on the last day of the Interest Period with respect thereto unless such\npayment is accompanied by the additional payment, if any, required by Section\n4.5.\n\n (b) Amounts. The aggregate unpaid principal amount of the Revolving\nCredit Outstandings plus Letter of Credit Outstandings plus outstanding\nCompetitive Bid Loans shall not exceed the Total Revolving Credit Commitment\nand, in the event there shall be outstanding any such excess, the Borrower shall\nimmediately make such payments and prepayments as shall be necessary to comply\nwith this restriction. Each Syndicated Loan hereunder, other than Base Rate\nRefunding Loans, and each Conversion under Section 2.9, shall be in an amount of\nat least $5,000,000, and, if greater than $5,000,000, an integral multiple of\n$1,000,000.\n\n (c) Advances. (i) An Authorized Representative shall give the Agent\n(1) at least three (3) Business Days' irrevocable written notice by\ntelefacsimile transmission of a Borrowing Notice or Interest Rate Selection\nNotice (as applicable) with appropriate insertions, effective upon receipt, of\neach Syndicated Loan that is a Eurodollar Rate Loan (whether representing an\nadditional borrowing hereunder or the Conversion of a borrowing hereunder from\nBase Rate Loans to Eurodollar Rate Loans) prior to 10:30 A.M. and (2)\nirrevocable written notice by telefacsimile transmission of a Borrowing Notice\nor Interest Rate Selection Notice (as applicable) with appropriate insertions,\neffective upon receipt, of each Syndicated Loan (other than Base Rate Refunding\nLoans to the extent the same are effected without notice pursuant to Section\n2.1(c)(iv)) that is a Base Rate Loan (whether representing an additional\nborrowing hereunder or the Conversion of borrowing hereunder from Eurodollar\nRate Loans to Base Rate\n\n\n\n 29\n\n\n\n\n\nLoans) prior to 10:30 A.M. on the day of such proposed Syndicated Loan. Each\nsuch notice shall specify the amount of the borrowing, the Type of Loan (Base\nRate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan,\nthe Interest Period to be used in the computation of interest. Notice of receipt\nof such Borrowing Notice or Interest Rate Selection Notice, as the case may be,\ntogether with the amount of each Lender's portion of an Advance requested\nthereunder, shall be provided by the Agent to each Lender by telefacsimile\ntransmission with reasonable promptness, but (provided the Agent shall have\nreceived such notice by 10:30 A.M.) not later than 1:00 P.M. on the same day as\nthe Agent's receipt of such notice.\n\n (ii) Not later than 2:00 P.M. on the date specified for each borrowing\nunder this Section 2.1, each Lender shall, pursuant to the terms and subject to\nthe conditions of this Agreement, make the amount of the Loan or Loans to be\nmade by it on such day available by wire transfer to the Agent in the amount of\nits pro rata share, determined according to such Lender's Applicable Commitment\nPercentage of the Syndicated Loan or Syndicated Loans to be made on such day.\nSuch wire transfer shall be directed to the Agent at the Principal Office and\nshall be in the form of Dollars constituting immediately available funds. The\namount so received by the Agent shall, subject to the terms and conditions of\nthis Agreement, be made available to the Borrower by delivery of the proceeds\nthereof as shall be directed in the applicable Borrowing Notice by the\nAuthorized Representative and reasonably acceptable to the Agent.\n\n (iii) The Borrower shall have the option to elect the duration of the\ninitial and any subsequent Interest Periods and to Convert the Syndicated Loans\nin accordance with Section 2.9. Eurodollar Rate Loans and Base Rate Loans may be\noutstanding at the same time, provided, however, there shall not be outstanding\nat any one time Loans (whether Syndicated Loans or Competitive Bid Loans) having\nmore than eight (8) different Interest Periods. If the Agent does not receive a\nBorrowing Notice or an Interest Rate Selection Notice giving notice of election\nof the duration of an Interest Period or of Conversion of any Loan to or\nContinuation of a Loan as a Eurodollar Rate Loan by the time prescribed by\nSection 2.1(c) or 2.9, the Borrower shall be deemed to have elected to Convert\nsuch Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower\nnotifies the Agent in accordance with Section 2.9.\n\n (iv) Notwithstanding the foregoing, if a drawing is made under any Letter\nof Credit, such drawing is honored by the Issuing Bank prior to the Revolving\nCredit Termination Date, and the Borrower shall not immediately fully reimburse\nthe Issuing Bank in respect of such drawing, (A) provided that the conditions to\nmaking a Syndicated Loan as herein provided shall then be satisfied, the\nReimbursement Obligation arising from such drawing shall be paid to the Issuing\nBank by the Agent without the requirement of notice to or from the Borrower from\nimmediately available funds which shall be advanced as a Base Rate Refunding\nLoan by each Lender under the Revolving Credit Facility in an amount equal to\nsuch Lender's Applicable Commitment Percentage of such Reimbursement Obligation,\nand (B) if the conditions to making a Loan as herein provided shall not then be\nsatisfied, each of the Lenders shall fund by payment to the Agent (for the\nbenefit of the Issuing Bank) in immediately available funds the purchase from\nthe Issuing Bank of their respective Participations in the related Reimbursement\nObligation based on their respective Applicable Commitment Percentages. If a\ndrawing is presented under any Letter of Credit in accordance with the terms\nthereof and the Borrower shall not immediately reimburse\n\n\n\n 30\n\n\n\n\n\nthe Issuing Bank in respect thereof, then notice of such drawing or payment\nshall be provided promptly by the Issuing Bank to the Agent and the Agent shall\nprovide notice to each Lender by telephone or telefacsimile transmission. If\nnotice to the Lenders of a drawing under any Letter of Credit is given by the\nAgent at or before 12:00 noon on any Business Day, each Lender shall, pursuant\nto the conditions specified in this Section 2.1(c)(iv), either make a Base Rate\nRefunding Loan or fund the purchase of its Participation in the amount of such\nLender's Applicable Commitment Percentage of such drawing or payment and shall\npay such amount to the Agent for the account of the Issuing Bank at the\nPrincipal Office in Dollars and in immediately available funds before 2:30 P.M.\non the same Business Day. If notice to the Lenders of a drawing under a Letter\nof Credit is given by the Agent after 12:00 noon on any Business Day, each\nLender shall, pursuant to the conditions specified in this Section 2.1(c)(iv),\neither make a Base Rate Refunding Loan or fund the purchase of its Participation\nin the amount of such Lender's Applicable Commitment Percentage of such drawing\nor payment and shall pay such amount to the Agent for the account of the Issuing\nBank at the Principal Office in Dollars and in immediately available funds\nbefore 12:00 noon on the next following Business Day. Any such Base Rate\nRefunding Loan shall be advanced as, and shall Continue as, a Base Rate Loan\nunless and until the Borrower Converts such Base Rate Loan in accordance with\nthe terms of Section 2.9.\n\n 2.2. Competitive Bid Loans.\n\n (a) In addition to borrowings of Syndicated Loans, at any time prior\n to the Revolving Credit Termination Date, the Borrower may, as set forth in\n this Section 2.2, request the Lenders to make offers to make Competitive\n Bid Loans to the Borrower in Dollars. The Lenders may, but shall have no\n obligation to, make such offers and the Borrower may, but shall have no\n obligation to, accept any such offers in the manner set forth in this\n Section 2.2. Competitive Bid Loans may be Eurodollar Market Loans or\n Absolute Rate Loans (each a \"Type\" of Competitive Bid Loan), provided that:\n\n (i) the aggregate amount of outstanding Competitive Bid Loans\n shall not exceed the Total Revolving Credit Commitment less the sum of\n the principal amount of Revolving Credit Outstandings and Letter of\n Credit Outstandings;\n\n (ii) there may be no more than eight (8) different Interest\n Periods for both Syndicated Loans and Competitive Bid Loans\n outstanding at the same time (for which purpose Interest Periods\n described in different lettered clauses of the definition of the term\n \"Interest Period\" shall be deemed to be different periods even if they\n are coterminous);\n\n (iii) the aggregate amount of outstanding Competitive Bid Loans\n of a Lender shall not exceed at any time an amount equal to such\n Lender's Revolving Credit Commitment;\n\n (iv) the aggregate principal amount of all Competitive Bid Loans,\n together with the sum of (1) Revolving Credit Outstandings and (2)\n Letter of\n\n\n\n 31\n\n\n\n\n\n Credit Outstandings shall not exceed the Total Revolving Credit\n Commitment at such time; and\n\n (v) no Competitive Bid Loan shall have a maturity date subsequent\n to the Revolving Credit Termination Date.\n\n (b) When the Borrower wishes to request offers to make Competitive Bid\n Loans, it shall give the Agent (which shall promptly notify the Lenders)\n notice (a \"Competitive Bid Quote Request\") to be received no later than\n 11:00 a.m. on (x) the fourth Business Day prior to the date of borrowing\n proposed therein, in the case of a Eurodollar Auction or (y) the Business\n Day next preceding the date of borrowing proposed therein, in the case of\n an Absolute Rate Auction (or, in any such case, such other time and date as\n the Borrower and the Agent, with the consent of the Required Lenders, may\n agree). The Borrower may request offers to make Competitive Bid Loans for\n up to three (3) different Interest Periods in a single notice (for which\n purpose Interest Periods in different lettered clauses of the definition of\n the term \"Interest Period\" shall be deemed to be different Interest Periods\n even if they are coterminous); provided that the request for each separate\n Interest Period shall be deemed to be a separate Competitive Bid Quote\n Request for a separate borrowing (a \"Competitive Bid Borrowing\") and there\n shall not be outstanding at any one time more than four (4) Competitive Bid\n Borrowings. Each such Competitive Bid Quote Request shall be substantially\n in the form of Exhibit K and shall specify as to each Competitive Bid\n Borrowing:\n\n (i) the proposed date of such Competitive Bid Borrowing, which\n shall be a Business Day;\n\n (ii) the aggregate amount of such Competitive Bid Borrowing,\n which shall be at least $10,000,000 (or a larger integral multiple of\n $1,000,000) but shall not cause the limits specified in Section 2.2(a)\n to be violated;\n\n (iii) the duration of the Interest Period applicable thereto;\n\n (iv) whether the Competitive Bid Quotes requested for a\n particular Interest Period are seeking quotes for Eurodollar Market\n Loans or Absolute Rate Loans; and\n\n (v) if the Competitive Bid Quotes requested are seeking Absolute\n Rate Loans, the date on which the Competitive Bid Quotes are to be\n submitted if it is before the proposed date of Borrowing (the date on\n which such Competitive Bid Quotes are to be submitted is called the\n \"Quotation Date\").\n\n Except as otherwise provided in this Section 2.2(b), no Competitive Bid\n Quote Request shall be given within five (5) Business Days (or such other\n number of days as the Borrower and the Agent, with the consent of the\n Required Lenders, may agree) of any other Competitive Bid Quote Request.\n\n\n\n 32\n\n\n\n\n\n\n (c) (i) Each Lender may submit one or more Competitive Bid\n Quotes, each containing an offer to make a Competitive Bid Loan in\n response to any Competitive Bid Quote Request; provided that, if the\n Borrower's request under Section 2.2(b) specified more than one\n Interest Period, such Lender may make a single submission containing\n one or more Competitive Bid Quotes for each such Interest Period. Each\n Competitive Bid Quote must be submitted to the Agent not later than\n (x) 2:00 p.m. on the fourth Business Day prior to the proposed date of\n borrowing, in the case of a Eurodollar Auction or (y) 10:00 a.m. on\n the Quotation Date, in the case of an Absolute Rate Auction (or, in\n any such case, such other time and date as the Borrower and the Agent,\n with the consent of the Required Lenders, may agree); provided that\n any Competitive Bid Quote may be submitted by NationsBank (or its\n Applicable Lending Office) only if NationsBank (or such Applicable\n Lending Office) notifies the Borrower of the terms of the offer\n contained therein not later than (x) 1:00 p.m. on the fourth Business\n Day prior to the proposed date of borrowing, in the case of a\n Eurodollar Auction or (y) 9:45 a.m. on the Quotation Date, in the case\n of an Absolute Rate Action. Subject to Article IV, Article VI and\n Article IX, any Competitive Bid Quote so made shall be irrevocable\n except with the consent of the Agent given on the instructions of the\n Borrower.\n\n (ii) Each Competitive Bid Quote shall be substantially in the\n form of Exhibit L and shall specify:\n\n (A) the proposed date of borrowing and the Interest Period\n therefor;\n\n (B) the principal amount of the Competitive Bid Loan for\n which each such Competitive Bid Quote is being made, which\n principal amount shall be at least $5,000,000 (or a larger\n integral multiple of $1,000,000); provided that the aggregate\n principal amount of all Competitive Bid Loans for which a Lender\n submits Competitive Bid Quotes (x) may not exceed the Revolving\n Credit Commitment of such Lender and (y) may not exceed the\n principal amount of the Competitive Bid Borrowing for a\n particular Interest Period for which offers were requested;\n\n (C) in the case of a Eurodollar Auction, the margin above or\n below the applicable Interbank Offered Rate adjusted for any\n Reserve Requirement (the \"Eurodollar Margin\") offered for each\n such Competitive Bid Loan, expressed as a percentage (rounded\n upwards, if necessary, to the nearest 1\/10,000th of 1%) to be\n added to or subtracted from the applicable Interbank Offered Rate\n as so adjusted;\n\n (D) in the case of an Absolute Rate Auction, the rate of\n interest per annum (rounded upwards, if necessary, to the nearest\n 1\/10,000th of 1%) offered for each such Competitive Bid Loan (the\n \"Absolute Rate\"); and\n\n (E) the identity of the quoting Lender.\n\n\n\n 33\n\n\n\n\n\n Unless otherwise agreed by the Agent and the Borrower, no Competitive Bid\n Quote shall contain qualifying, conditional or similar language or propose\n terms other than or in addition to those set forth in the applicable\n Competitive Bid Quote Request and, in particular, no Competitive Bid Quote\n may be conditioned upon acceptance by the Borrower of all (or some\n specified minimum) of the principal amount of the Competitive Bid Loan for\n which such Competitive Bid Quote is being made.\n\n (d) The Agent shall (x) in the case of a Eurodollar Auction, by 4:00\n p.m. on the day a Competitive Bid Quote is submitted or (y) in the case of\n an Absolute Rate Auction, as promptly as practicable after the Competitive\n Bid Quote is submitted (but in any event not later than 10:30 a.m. on the\n Quotation Date), notify the Borrower of the terms (i) of any Competitive\n Bid Quote submitted by a Lender that is in accordance with Section 2.2(c)\n and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise\n inconsistent with a previous Competitive Bid Quote submitted by such Lender\n with respect to the same Competitive Bid Quote Request. Any such subsequent\n Competitive Bid Quote shall be disregarded by the Agent unless such\n subsequent Competitive Bid Quote is submitted solely to correct a manifest\n error in such former Competitive Bid Quote. The Agent's notice to the\n Borrower shall specify (A) the aggregate principal amount of the\n Competitive Bid Borrowing for which Competitive bid Quotes have been\n received and (B) the respective principal amounts and Eurodollar Margins or\n Absolute Rates, as the case may be, so offered by each Lender (identifying\n the Lender that made such Competitive Bid Quote).\n\n (e) Not later than 11:00 a.m. on (x) the third Business Day prior to\n the proposed date of borrowing, in the case of a Eurodollar Auction or (y)\n the Quotation Date, in the case of an Absolute Rate Auction (or, in any\n such case, such other time and date as the Borrower and the Agent, with the\n consent of the Required Lenders, may agree), the Borrower shall notify the\n Agent of its acceptance or nonacceptance of the offers so notified to it\n pursuant to Section 2.2(d) (and the failure of the Borrower to give such\n notice by such time shall constitute nonacceptance) and the Agent shall\n promptly notify each affected Lender. In the case of acceptance, such\n notice shall specify the aggregate principal amount of offers for each\n Interest Period that are accepted. The Borrower may accept any Competitive\n Bid Quote in whole or in part (provided that any Competitive Bid Quote\n accepted in part shall be at least $5,000,000 or a larger integral multiple\n of $1,000,000); provided that:\n\n (i) the aggregate principal amount of each Competitive Bid\n Borrowing may not exceed the applicable amount set forth in the\n related Competitive Bid Request;\n\n (ii) the aggregate principal amount of each Competitive Bid\n Borrowing shall be at least $10,000,000 (or a larger integral multiple\n of $1,000,000) but shall not cause the limits specified in Section\n 2.2(a) to be violated;\n\n\n\n 34\n\n\n\n\n\n (iii) acceptance of offers may be made only in ascending order of\n Eurodollar Margins or Absolute Rates, as the case may be, in each case\n beginning with the lowest rate so offered; provided, however, that the\n Borrower, in its sole discretion, may accept other than the lowest\n rate where acceptance of the lowest rate will result in (x) the\n outstanding Loans of a Lender or Lenders offering the lowest rate\n exceeding such Lender's Revolving Credit Commitment and (y) an\n increase in the Applicable Unused Fee payable by the Borrower under\n Section 2.10.\n\n (iv) the Borrower may not accept any offer where the Agent has\n correctly advised the Borrower that such offer fails to comply with\n Section 2.2(c)(ii) or otherwise fails to comply with the requirements\n of this Agreement (including, without limitation, Section 2.2(a)).\n\n If offers are made by two or more Lenders with the same Eurodollar Margins\n or Absolute Rates, as the case may be, for a greater aggregate principal\n amount than the amount in respect of which offers are permitted to be\n accepted for the related Interest Period after the acceptance of all\n offers, if any, of all lower Eurodollar Margins or Absolute Rates, as the\n case may be, offered by any Lender for such related Interest Period, the\n principal amount of Competitive Bid Loans in respect of which such offers\n are accepted shall be allocated by the Borrower among such Lenders as\n nearly as possible (in amounts of at least $5,000,000 or larger integral\n multiples of $1,000,000) in proportion to the aggregate principal amount of\n such offers. Determinations by the Borrower of the amounts of Competitive\n Bid Loans and the lowest bid after adjustment as provided in Section\n 2.2(e)(iii) shall be conclusive in the absence of manifest error.\n\n (f) Any Lender whose offer to make any Competitive Bid Loan has been\n accepted shall, not later than 1:00 p.m. on the date specified for the\n making of such Loan, make the amount of such Loan available to the Agent at\n the Principal Office in Dollars and in immediately available funds, for\n account of the Borrower. The amount so received by the Agent shall, subject\n to the terms and conditions of this Agreement, be made available to the\n Borrower on such date by depositing the same, in Dollars and in immediately\n available funds, in an account of the Borrower maintained at the Principal\n Office.\n\n 2.3. Payment of Interest. (a) The Borrower shall pay interest to the Agent\nfor the account of each Lender on the outstanding and unpaid principal amount of\neach Loan made by such Lender for the period commencing on the date of such Loan\nuntil such Loan shall be due at the then applicable Base Rate for Base Rate\nLoans or applicable Fixed Rate for Fixed Rate Loans, as designated by the\nAuthorized Representative pursuant to Section 2.1 or 2.2; provided, however,\nthat if any amount payable under this Agreement shall not be paid when due (at\nmaturity, by acceleration or otherwise, subject to the provisions of Section\n9.1(a)), all amounts outstanding hereunder shall bear interest thereafter at the\nDefault Rate.\n\n\n\n 35\n\n\n\n\n\n (b) Interest on each Loan shall be computed on an Actual\/360 Basis.\nInterest on each Loan shall be paid (i) quarterly in arrears on the last\nBusiness Day of each March, June, September and December, commencing September\n30, 1998, for each Base Rate Loan, (ii) on the last day of the applicable\nInterest Period for each Fixed Rate Loan and, if such Interest Period extends\nfor more than three (3) months, at intervals of three (3) months after the first\nday of such Interest Period, and (iii) upon the Revolving Credit Termination\nDate. Interest payable at the Default Rate shall be payable on demand.\n\n 2.4. Payment of Principal. The principal amount of each Syndicated Loan\nshall be due and payable to the Agent for the benefit of each Lender in full on\nthe Stated Termination Date, or earlier as specifically provided herein. The\nprincipal amount of each Competitive Bid Loan shall be due and payable to the\nAgent for the benefit of the applicable Lender in full on the last day of the\nInterest Period applicable thereto, or earlier as specifically provided herein.\nThe principal amount of any Base Rate Loan may be prepaid in whole or in part at\nany time. The principal amount of any Fixed Rate Loan may be prepaid only at the\nend of the applicable Interest Period unless the Borrower shall pay to the Agent\nfor the account of the Lenders the additional amount, if any, required under\nSection 4.5. All prepayments of Syndicated Loans made by the Borrower shall be\nin the amount of $5,000,000 or such greater amount which is an integral multiple\nof $1 ,000,000, or the amount equal to all Revolving Credit Outstandings, as the\ncase may be, or such other amount as necessary to comply with Section 2.1(b) or\nSection 2.9.\n\n 2.5. Non-Conforming Payments. (a) Each payment of principal (including any\nprepayment) and payment of interest and fees, and any other amount required to\nbe paid to the Lenders with respect to the Loans, shall be made to the Agent at\nthe Principal Office, for the account of each Lender, in Dollars and in\nimmediately available funds, without setoff, deduction or counterclaim before\n10:00 A.M. on the date such payment is due. The Agent may, but shall not be\nobligated to, debit the amount of any such payment which is not made by such\ntime to any ordinary deposit account, if any, of the Borrower with the Agent.\nThe Agent shall promptly notify the Borrower of any such debit; however, failure\nto give such notice shall not affect the validity of such debit.\n\n (b) The Agent shall deem any payment made by or on behalf of the Borrower\nhereunder that is not made both in Dollars and in immediately available funds\nand prior to 10:00 A.M. to be a non-conforming payment. Any such payment shall\nnot be deemed to be received by the Agent until the later of (i) the time such\nfunds become available funds and (ii) the next Business Day. Any non-conforming\npayment may constitute or become a Default or Event of Default. Interest shall\ncontinue to accrue on any principal as to which a non-conforming payment is made\nuntil the later of (x) the date such funds become available funds or (y) the\nnext Business Day at the Default Rate from the date such amount was due and\npayable.\n\n (c) In the event that any payment hereunder or under the Notes becomes due\nand payable on a day other than a Business Day, then such due date shall be\nextended to the next succeeding Business Day unless provided otherwise under the\ndefinition of \"Interest Period\"; provided that interest shall continue to accrue\nduring the period of any such extension and\n\n\n\n 36\n\n\n\n\n\nprovided further, that in no event shall any such due date be extended beyond\nthe Stated Termination Date.\n\n 2.6. Notes. (a) Syndicated Loans made by each Lender shall be evidenced by\nthe Revolving Note payable to the order of such Lender in the respective amount\nof its Applicable Commitment Percentage of the Total Revolving Credit\nCommitment, which Revolving Note shall be dated the Closing Date or a later date\npursuant to an Assignment and Acceptance and shall be duly completed, executed\nand delivered by the Borrower.\n\n (b) Competitive Bid Loans made by each Lender shall be evidenced by the\nCompetitive Bid Note payable to the order of such Lender and representing the\nobligation of the Borrower to pay the Lesser of (i) the aggregate amount of the\nRevolving Credit Commitment of such Lender and (ii) the unpaid principal amount\nof all Competitive Bid Loans made by such Lender, with interest on the unpaid\nprincipal amount from time to time outstanding of each Competitive Bid Loan\nevidenced thereby as prescribed in Section 2.3. Each Lender is hereby authorized\nto record the date and amount of each Competitive Bid Loan made by such Lender,\nthe maturity date thereof, the date and amount of each payment of principal\nthereof and the interest rate with respect thereto on the schedule attached to\nand constituting part of its Competitive Bid Note, and any such recordation\nshall constitute prima face evidence of the accuracy of the information so\nrecorded; provided, however, that the failure to make any such recordation shall\nnot affect the obligations of the Borrower hereunder or under any Competitive\nBid Note. Each Competitive Bid Note shall be dated the Closing Date or a later\ndate pursuant to an Assignment and Acceptance and shall be duly completed,\nexecuted and delivered by the Borrower.\n\n 2.7. Pro Rata Payments. Except as otherwise provided herein, (a) each\npayment on account of the principal of and interest on the Syndicated Loans and\nthe fees described in Section 2.10 and the first sentence of Section 3.3(a)\nshall be made to the Agent for the account of the Lenders pro rata based on\ntheir Applicable Commitment Percentages, (b) all payments to be made by the\nBorrower for the account of each of the Lenders on account of principal,\ninterest and fees, shall be made without diminution, setoff, recoupment or\ncounterclaim, and (c) the Agent will promptly distribute to the Lenders in\nimmediately available funds payments received in fully collected, immediately\navailable funds from the Borrower.\n\n 2.8. Reductions. The Borrower shall, by irrevocable notice from an\nAuthorized Representative, have the right from time to time but not more\nfrequently than once each calendar month, upon not less than three (3) Business\nDays' written notice to the Agent, effective upon receipt, to permanently reduce\nthe Total Revolving Credit Commitment. The Agent shall give each Lender, within\none (1) Business Day of receipt of such notice, telefacsimile notice, or\ntelephonic notice (confirmed in writing), of such reduction. Each such reduction\nshall be in the aggregate amount of $10,000,000 or such greater amount which is\nin an integral multiple of $1,000,000, or the entire remaining Total Revolving\nCredit Commitment, and shall permanently reduce the Total Revolving Credit\nCommitment. Each reduction of the Total Revolving Credit Commitment shall be\naccompanied by payment of Syndicated Loans and Competitive Bid Loans to the\nextent that the principal amount of Revolving Credit Outstandings plus Letter of\nCredit\n\n\n\n 37\n\n\n\n\n\nOutstandings plus outstanding Competitive Bid Loans exceeds the Total Revolving\nCredit Commitment after giving effect to such reduction, together with accrued\nand unpaid interest on the amounts prepaid. If any such reduction shall result\nin the payment of any Fixed Rate Loan other than on the last day of the Interest\nPeriod of such Fixed Rate Loan such prepayment shall be accompanied by amounts\ndue, if any, under Section 4.5.\n\n 2.9. Conversions and Elections of Subsequent Interest Periods. Subject to\nthe limitations set forth below and in Article IV, the Borrower may:\n\n (a) upon delivery, effective upon receipt, of a properly completed\nInterest Rate Selection Notice to the Agent on or before 10:30 A.M. on any\nBusiness Day, Convert all or a part of Eurodollar Rate Loans to Base Rate Loans\non the last day of the Interest Period for such Eurodollar Rate Loans; and\n\n (b) provided that no Default or Event of Default shall have occurred\nand be continuing upon delivery, effective upon receipt, of a properly completed\nInterest Rate Selection Notice to the Agent on or before 10:30 A.M. three (3)\nBusiness Days prior to the date of such election or Conversion:\n\n (i) elect a subsequent Interest Period for all or a portion of\n Eurodollar Rate Loans to begin on the last day of the then current\n Interest Period for such Eurodollar Rate Loans; and\n\n (ii) Convert Base Rate Loans to Eurodollar Rate Loans on any\n Business Day.\n\n Each election and Conversion pursuant to this Section 2.9 shall be subject\nto the limitations on Eurodollar Rate Loans set forth in the definition of\n\"Interest Period\" herein and in Sections 2.1 and 2.4 and Article IV. The Agent\nshall give written notice to each Lender of such notice of election or\nConversion prior to 3:00 P.M. on the day such notice of election or Conversion\nis received. All such Continuations or Conversions of Loans shall be effected\npro rata based on the Applicable Commitment Percentages of the Lenders.\n\n 2.10. Unused Fees.\n\n (a) For the period beginning on the Closing Date and ending on the\nRevolving Credit Termination Date, the Borrower agrees to pay to the Agent, for\nthe benefit of each Lender, an unused fee equal to the Applicable Unused Fee\nmultiplied by the average daily Unused Amount of such Lender. Such fees shall be\ndue in arrears on the last Business Day of each March, June, September and\nDecember commencing September 30, 1998 to and on the Revolving Credit\nTermination Date.\n\n (b) Notwithstanding the foregoing, so long as any Lender fails to make\navailable any portion of its Revolving Credit Commitment when requested, such\nLender shall not be entitled to receive payment of its pro rata share of such\nfees until such Lender shall make available such\n\n\n\n 38\n\n\n\n\n\nportion. All fees payable pursuant to this Section 2.10 shall be calculated on\nan Actual\/360 Basis.\n\n 2.11. Deficiency Advances. No Lender shall be responsible for any default\nof any other Lender in respect of such other Lender's obligation to make any\nLoan or fund its purchase of any Participation hereunder nor shall the Revolving\nCredit Commitment of any Lender hereunder be increased as a result of such\ndefault of any other Lender. Without limiting the generality of the foregoing,\nin the event any Lender shall fail to advance funds to the Borrower under the\nRevolving Credit Facility as herein provided, the Agent may in its discretion,\nbut shall not be obligated to, advance under the Note in its favor as a Lender\nall or any portion of such amount or amounts (each, a \"deficiency advance\") and\nshall thereafter be entitled to payments of principal of and interest on such\ndeficiency advance in the same manner and at the same interest rate or rates to\nwhich such other Lender would have been entitled had it made such advance under\nits Note; provided that, upon payment to the Agent from such other Lender of the\nentire outstanding amount of each such deficiency advance, together with accrued\nand unpaid interest thereon, from the most recent date or dates interest was\npaid to the Agent by the Borrower on each Loan comprising such deficiency\nadvance at the interest rate per annum for overnight borrowing by the Agent from\nthe Federal Reserve Bank of Richmond, Virginia, then such payment shall be\ncredited against the applicable Note of the Agent in full payment of such\ndeficiency advance and the Borrower shall be deemed to have borrowed the amount\nof such deficiency advance from such other Lender as of the most recent date or\ndates, as the case may be, upon which any payments of interest were made by the\nBorrower thereon.\n\n 2.12. Use of Proceeds. The proceeds of the Loans made pursuant to this\nAgreement shall be used by the Borrower to repay existing indebtedness and for\ngeneral corporate purposes, including working capital needs, capital\nexpenditures and permitted Acquisitions.\n\n 2.13. Increase and Decrease in Amounts. The amount of the Total Revolving\nCredit Commitment which shall be available to the Borrower as Advances shall be\nreduced by the aggregate amount of Letter of Credit Outstandings.\n\n\n\n\n 39\n\n\n\n\n\n ARTICLE III\n\n Letters of Credit\n\n 3.1. Letters of Credit. The Issuing Bank agrees, subject to the terms and\nconditions of this Agreement, upon request of the Borrower to issue from time to\ntime for the account of the Borrower Letters of Credit upon delivery to the\nIssuing Bank of an Application and Agreement for Letter of Credit relating\nthereto in form and content acceptable to the Issuing Bank; provided, that (i)\nthe Letter of Credit Outstandings shall not exceed the Total Letter of Credit\nCommitment, (ii) no Letter of Credit shall be issued so long as a Default or an\nEvent of Default has occurred or is continuing or if the applicable conditions\nset forth in Article V shall not have been satisfied, and (iii) no Letter of\nCredit shall be issued if, after giving effect thereto, Letter of Credit\nOutstandings plus the aggregate principal amount of Revolving Credit\nOutstandings and outstanding Competitive Bid Loans shall exceed the Total\nRevolving Credit Commitment. No Letter of Credit shall have an expiry date\n(including all rights of the Borrower or any beneficiary named in such Letter of\nCredit to require renewal) or payment date occurring later than the fifth\nBusiness Day prior to the Revolving Credit Termination Date.\n\n 3.2. Reimbursement.\n\n (a) The Borrower hereby unconditionally agrees to pay to the Issuing\nBank immediately on demand at the Principal Office all amounts required to pay\nall drafts drawn or purporting to be drawn under the Letters of Credit and all\nreasonable expenses incurred by the Issuing Bank in connection with the Letters\nof Credit, and in any event and without demand to place in possession of the\nIssuing Bank (which shall include Advances under the Revolving Credit Facility\nif permitted by Section 2.1(c)) sufficient funds to pay all debts and\nliabilities arising in respect of any Letter of Credit. The Issuing Bank agrees\nto give the Borrower prompt notice of any request for a draw under a Letter of\nCredit. The Issuing Bank may charge any account the Borrower may have with it\nfor any and all amounts the Issuing Bank pays under a Letter of Credit, plus\ncharges and reasonable expenses as from time to time agreed to by the Issuing\nBank and the Borrower; provided that to the extent permitted by Section\n2.1(c)(iv), amounts shall be paid pursuant to Advances under the Revolving\nCredit Facility. The Borrower agrees to pay the Issuing Bank interest on any\nReimbursement Obligations not paid when due hereunder at the Default Rate.\n\n (b) In accordance with the provisions of Section 2.1(c), the Issuing\nBank shall notify the Agent of any drawing under any Letter of Credit promptly\nfollowing the receipt by the Issuing Bank of such drawing.\n\n (c) Each Lender (other than the Issuing Bank) shall automatically\nacquire on the date of issuance thereof a Participation in the liability of the\nIssuing Bank in respect of each Letter of Credit in an amount equal to such\nLender's Applicable Commitment Percentage of such liability, and to the extent\nthat the Borrower is obligated to pay the Issuing Bank under Section 3.2(a),\neach Lender (other than the Issuing Bank) thereby shall absolutely,\nunconditionally and irrevocably assume, and shall be unconditionally obligated\nto pay to the Issuing Bank as\n\n\n\n 40\n\n\n\n\n\nhereinafter described, its Applicable Commitment Percentage of the liability of\nthe Issuing Bank under such Letter of Credit.\n\n (i) Each Lender (including the Issuing Bank in its capacity as a\n Lender) shall, subject to the terms and conditions of Article II, pay\n to the Agent for the account of the Issuing Bank at the Principal\n Office in Dollars and in immediately available funds, an amount equal\n to its Applicable Commitment Percentage of any drawing under a Letter\n of Credit, such funds to be provided in the manner described in\n Section 2.1(c)(iv).\n\n (ii) Simultaneously with the making of each payment by a Lender\n to the Issuing Bank pursuant to Section 2.1(c)(iv)(B), such Lender\n shall, automatically and without any further action on the part of the\n Issuing Bank or such Lender, acquire a Participation in an amount\n equal to such payment (excluding the portion thereof constituting\n interest accrued prior to the date such Lender made its payment) in\n the related Reimbursement Obligation of the Borrower. The\n Reimbursement Obligations of the Borrower shall be immediately due and\n payable whether by Advances made in accordance with Section 2.1(c)(iv)\n or otherwise.\n\n (iii) Each Lender's obligation to make payment to the Agent for\n the account of the Issuing Bank pursuant to Section 2.1(c)(iv) and\n this Section 3.2(c), and the right of the Issuing Bank to receive the\n same, shall be absolute and unconditional, shall not be affected by\n any circumstance whatsoever and shall be made without any offset,\n abatement, withholding or reduction whatsoever. If any Lender is\n obligated to pay but does not pay amounts to the Agent for the account\n of the Issuing Bank in full upon such request as required by Section\n 2.1(c)(iv) or this Section 3.2(c), such Lender shall, on demand, pay\n to the Agent for the account of the Issuing Bank interest on the\n unpaid amount for each day during the period commencing on the date of\n notice given to such Lender pursuant to Section 2.1(c) until such\n Lender pays such amount to the Agent for the account of the Issuing\n Bank in full at the interest rate per annum for overnight borrowing by\n the Agent from the Federal Reserve Bank of Richmond, Virginia.\n\n (iv) In the event the Lenders have purchased Participations in\n any Reimbursement Obligation as set forth in clause (ii) above, then\n at any time payment (in fully collected, immediately available funds)\n of such Reimbursement Obligation, in whole or in part, is received by\n the Issuing Bank from the Borrower, the Issuing Bank shall promptly\n pay to each Lender an amount equal to its Applicable Commitment\n Percentage of such payment from the Borrower.\n\n (d) Promptly following the end of each calendar quarter, the Issuing\nBank shall deliver to the Agent and the Agent shall deliver to each Lender a\nnotice describing the aggregate undrawn amount of all Letters of Credit at the\nend of such quarter. The Agent shall promptly notify each Lender of the issuance\nof a Letter of Credit.\n\n (e) The issuance by the Issuing Bank of each Letter of Credit shall,\nin addition to the conditions precedent set forth in Article V, be subject to\nthe conditions that such Letter of Credit be in such form and contain such terms\nas shall be reasonably satisfactory to the Issuing\n\n\n\n 41\n\n\n\n\n\nBank consistent with the then current practices and procedures of the Issuing\nBank with respect to similar letters of credit, and the Borrower shall have\nexecuted and delivered such other instruments and agreements relating to such\nLetters of Credit as the Issuing Bank shall have reasonably requested consistent\nwith such practices and procedures and shall not be in conflict with any of the\nexpress terms herein contained. All Letters of Credit shall be issued pursuant\nto and subject to the Uniform Customs and Practice for Documentary Credits, 1993\nrevision, International Chamber of Commerce Publication No. 500 and all\nsubsequent amendments and revisions thereto.\n\n (f) The Borrower agrees that the Issuing Bank may, in its sole\ndiscretion, accept or pay, as complying with the terms of any Letter of Credit,\nany drafts or other documents otherwise in order which may be signed or issued\nby an administrator, executor, trustee in bankruptcy, debtor in possession,\nassignee for the benefit of creditors, liquidator, receiver, attorney in fact or\nother legal representative of a party who is authorized under such Letter of\nCredit to draw or issue any drafts or other documents.\n\n (g) Without limiting the generality of the provisions of Section\n11.12, the Borrower hereby agrees to indemnify and hold harmless the Issuing\nBank, each other Lender and the Agent from and against any and all claims and\ndamages, losses, liabilities, reasonable costs and expenses which the Issuing\nBank, such other Lender or the Agent may incur (or which may be claimed against\nthe Issuing Bank, such other Lender or the Agent) by any Person by reason of or\nin connection with the issuance or transfer of or payment or failure to pay\nunder any Letter of Credit; provided that the Borrower shall not be required to\nindemnify the Issuing Bank, any other Lender or the Agent for any claims,\ndamages, losses, liabilities, costs or expenses to the extent, but only to the\nextent, (i) caused by the willful misconduct or negligence of the party to be\nindemnified or (ii) in the case of the Issuing Bank, caused by the failure of\nthe Issuing Bank to pay under any Letter of Credit after the presentation to it\nof a request for payment strictly complying with the terms and conditions of\nsuch Letter of Credit, unless such payment is prohibited by any law, regulation,\ncourt order or decree. The indemnification and hold harmless provisions of this\nSection 3.2(g) shall survive repayment of the Obligations, occurrence of the\nRevolving Credit Termination Date and expiration or termination of this\nAgreement.\n\n (h) Without limiting the Borrower's rights as set forth in Section\n3.2(g), the obligation of the Borrower to immediately reimburse the Issuing Bank\nfor drawings made under Letters of Credit and to repay Loans made under Section\n2.1(c) and the Issuing Bank's and each Lender's right to receive such payment\nshall be absolute, unconditional and irrevocable, and such obligations of the\nBorrower shall be performed strictly in accordance with the terms of this\nAgreement and such Letters of Credit and the related Applications and Agreement\nfor any Letter of Credit, under all circumstances whatsoever, including the\nfollowing circumstances:\n\n (i) any lack of validity or enforceability of any Letter of\n Credit, the obligation supported by any Letter of Credit or any other\n agreement or instrument relating thereto (collectively, the \"Related\n LC Documents\");\n\n\n\n 42\n\n\n\n\n\n (ii) any amendment or waiver of or any consent to or departure\n from all or any of the Related LC Documents;\n\n (iii) the existence of any claim, setoff, defense (other than the\n defense of payment in accordance with the terms of this Agreement) or\n other rights which the Borrower may have at any time against any\n beneficiary or any transferee of a Letter of Credit (or any persons or\n entities for whom any such beneficiary or any such transferee may be\n acting), the Agent, the Lenders or any other Person, whether in\n connection with the Loan Documents, the Related LC Documents or any\n unrelated transaction;\n\n (iv) any breach of contract or other dispute between the Borrower\n and any beneficiary or any transferee of a Letter of Credit (or any\n persons or entities for whom such beneficiary or any such transferee\n may be acting), the Agent, the Lenders or any other Person;\n\n (v) any draft, statement or any other document presented under\n any Letter of Credit proving to be forged, fraudulent, invalid or\n insufficient in any respect or any statement therein being untrue or\n inaccurate in any respect whatsoever;\n\n (vi) any delay, extension of time, renewal, compromise or other\n indulgence or modification granted or agreed to by the Agent or the\n requisite number of Lenders, with or without notice to or approval by\n the Borrower in respect of any of Borrower's Obligations under this\n Agreement; or\n\n (vii) any other circumstance or happening whatsoever, whether or\n not similar to any of the foregoing;\n\nprovided, however, that nothing in this Section 3.2(h) shall give the Issuing\nBank any right to reimbursement for drawings made under a Letter of Credit\notherwise than pursuant to a request for payment strictly complying with the\nterms and conditions of such Letter of Credit unless the Borrower has\nspecifically waived such strict compliance in writing.\n\n 3.3. Letter of Credit Facility Fees. (a) The Borrower shall pay to the\nAgent, for the pro rata benefit of the Lenders based on their Applicable\nCommitment Percentages, a fee on the aggregate amount available to be drawn on\neach outstanding Letter of Credit at a rate equal to the Applicable Margin. In\naddition, the Borrower agrees to pay to the Agent for the benefit of the Issuing\nBank an issuance fee equal to one-eighth of one percent (1\/8%) per annum times\nthe amount of outstanding Letters of Credit. Such fees shall be due with respect\nto each Letter of Credit quarterly in arrears on the last Business Day of each\nMarch, June, September and December, the first such payment to be made on June\n30, 1998. The fees described in this Section 3.3 shall be calculated on an\nActual\/360 Basis.\n\n (b) The Borrower acknowledges that the Issuing Bank as issuer of each\nLetter of Credit will be required by applicable rules and regulations of the\nBoard to maintain reserves for its liability to honor draws made pursuant to a\nLetter of Credit notwithstanding the obligation of\n\n\n\n 43\n\n\n\n\n\nthe Lenders for a Participation in such liability. The Borrower agrees to\npromptly reimburse the Issuing Bank for all additional costs which it may\nhereafter incur solely by reason of its acting as issuer of the Letters of\nCredit and its being required to reserve for such liability, it being understood\nby the Borrower that other interest and fees payable under this Agreement do not\ninclude compensation of the Issuing Bank for such reserves. The Issuing Bank\nshall furnish to the Borrower at the time of its demand for payment of such\nadditional costs, the computation of such additional cost which shall be\nconclusive absent manifest error, provided that such computations are made on a\nreasonable basis.\n\n 3.4. Administrative Fees. The Borrower shall pay to the Issuing Bank such\nadministrative fee and other fees, if any, in connection with the Letters of\nCredit in such amounts and at such times as the Issuing Bank and the Borrower\nshall agree from time to time.\n\n\n\n\n\n\n 44\n\n\n\n\n\n ARTICLE IV\n\n Change in Circumstances\n\n 4.1. Increased Cost and Reduced Return.\n\n (a) If, after the date hereof, the adoption of any applicable law,\nrule, or regulation, or any change in any applicable law, rule, or regulation,\nor any change in the interpretation or administration thereof by any\ngovernmental authority, central bank, or comparable agency charged with the\ninterpretation or administration thereof, or compliance by any Lender (or its\nApplicable Lending Office) with any request or directive (whether or not having\nthe force of law) of any such governmental authority, central bank, or\ncomparable agency:\n\n (i) shall subject such Lender (or its Applicable Lending Office)\n to any tax, duty, or other charge with respect to any Fixed Rate\n Loans, its Note, or its obligation to make Fixed Rate Loans, or change\n the basis of taxation of any amounts payable to such Lender (or its\n Applicable Lending Office) under this Agreement or its Note in respect\n of any Fixed Rate Loans (other than taxes imposed on the overall net\n income of such Lender by the jurisdiction in which such Lender has its\n principal office or such Applicable Lending Office);\n\n (ii) shall impose, modify, or deem applicable any reserve,\n special deposit, assessment, or similar requirement (other than the\n Reserve Requirement utilized in the determination of the Fixed Rate)\n relating to any extensions of credit or other assets of, or any\n deposits with or other liabilities or commitments of, such Lender (or\n its Applicable Lending Office), including the Revolving Credit\n Commitment of such Lender hereunder; or\n\n (iii) shall impose on such Lender (or its Applicable Lending\n Office) or on the London interbank market any other condition\n affecting this Agreement or its Note or any of such extensions of\n credit or liabilities or commitments;\n\nand the result of any of the foregoing is to increase the cost to such Lender\n(or its Applicable Lending Office) of making, Converting into, Continuing, or\nmaintaining any Fixed Rate Loans or to reduce any sum received or receivable by\nsuch Lender (or its Applicable Lending Office) under this Agreement or its Note\nwith respect to any Fixed Rate Loans, then the Borrower shall pay to such Lender\non demand such amount or amounts as will compensate such Lender for such\nincreased cost or reduction; provided that no Lender will be entitled to any\ncompensation for any such increased cost or reduction if demand for payment\nthereof is made by such Lender more than 180 days after the occurrence of the\ncircumstances giving rise to such claim. If any Lender requests compensation by\nthe Borrower under this Section 4.1(a), the Borrower may, by notice to such\nLender (with a copy to the Agent), suspend the obligation of such Lender to make\nor Continue Loans of the Type with respect to which such compensation is\nrequested, or to Convert Loans of any other Type into Loans of such Type, until\nthe event or condition giving rise to such request ceases to be in effect (in\nwhich case the provisions of Section 4.4 shall be\n\n\n\n 45\n\n\n\n\n\napplicable); provided that such suspension shall not affect the right of such\nLender to receive the compensation so requested.\n\n (b) If, after the date hereof, any Lender shall have determined that\nthe adoption of any applicable law, rule, or regulation regarding capital\nadequacy or any change therein or in the interpretation or administration\nthereof by any governmental authority, central bank, or comparable agency\ncharged with the interpretation or administration thereof, or any request or\ndirective regarding capital adequacy (whether or not having the force of law) of\nany such governmental authority, central bank, or comparable agency, has or\nwould have the effect of reducing the rate of return on the capital of such\nLender or any corporation controlling such Lender as a consequence of such\nLender's obligations hereunder to a level below that which such Lender or such\ncorporation could have achieved but for such adoption, change, request, or\ndirective (taking into consideration its policies with respect to capital\nadequacy), then from time to time upon demand the Borrower shall pay to such\nLender such additional amount or amounts as will compensate such Lender for such\nreduction.\n\n (c) Each Lender shall promptly notify the Borrower and the Agent of\nany event of which it has knowledge, occurring after the date hereof, which will\nentitle such Lender to compensation pursuant to this Section and will designate\na different Applicable Lending Office if such designation will avoid the need\nfor, or reduce the amount of, such compensation and will not, in the reasonable\njudgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming\ncompensation under this Section shall furnish to the Borrower and the Agent a\nstatement setting forth the additional amount or amounts to be paid to it\nhereunder which shall be conclusive in the absence of manifest error. In\ndetermining such amount, such Lender may use any reasonable averaging and\nattribution methods that such Lender uses for its customers that are similarly\nsituated to the Borrower.\n\n 4.2. Limitation on Types of Loans. If on or prior to the first day of any\nInterest Period for any Fixed Rate Loan:\n\n (a) the Agent reasonably determines (which determination shall be\n conclusive) that by reason of circumstances affecting the relevant market,\n adequate and reasonable means do not exist for ascertaining the Fixed Rate\n for such Interest Period; or\n\n (b) the Required Lenders reasonably determine (which determination\n shall be conclusive) and notify the Agent that the Fixed Rate will not\n adequately and fairly reflect the cost to the Lenders of funding Fixed Rate\n Loans for such Interest Period;\n\nthen the Agent shall give the Borrower prompt notice thereof specifying the\nrelevant Type of Loans and the relevant amounts or periods, and so long as such\ncondition remains in effect, the Lenders shall be under no obligation to make\nadditional Loans of such Type, Continue Loans of such Type, or to Convert Loans\nof any other Type into Loans of such Type and the Borrower shall, on the last\nday(s) of the then current Interest Period(s) for the outstanding Loans of the\naffected Type, either prepay such Loans or Convert such Loans into another Type\nof Loan in accordance with the terms of this Agreement.\n\n\n\n 46\n\n\n\n\n\n 4.3. Illegality. Notwithstanding any other provision of this Agreement, in\nthe event that it becomes unlawful for any Lender or its Applicable Lending\nOffice to make, maintain, or fund Fixed Rate Loans hereunder, then such Lender\nshall promptly notify the Borrower thereof and such Lender's obligation to make\nor Continue Fixed Rate Loans and to Convert other Types of Loans into Fixed Rate\nLoans shall be suspended until such time as such Lender may again make,\nmaintain, and fund Fixed Rate Loans (in which case the provisions of Section 4.4\nshall be applicable).\n\n 4.4. Treatment of Affected Loans. If the obligation of any Lender to make a\nFixed Rate Loan or to Continue, or to Convert Loans of any other Type into,\nLoans of a particular Type shall be suspended pursuant to Section 4.1 or 4.3\nhereof (Loans of such Type being herein called \"Affected Loans\" and such Type\nbeing herein called the \"Affected Type\"), such Lender's Affected Loans shall be\nautomatically Converted into Base Rate Loans on the last day(s) of the then\ncurrent Interest Period(s) for Affected Loans (or, in the case of a Conversion\nrequired by Section 4.3 hereof, on such earlier date as such Lender may specify\nto the Borrower with a copy to the Agent) and, unless and until such Lender\ngives notice as provided below that the circumstances specified in Section 4.1\nor 4.3 hereof that gave rise to such Conversion no longer exist:\n\n (a) to the extent that such Lender's Affected Loans have been so\n Converted, all payments and prepayments of principal that would otherwise\n be applied to such Lender's Affected Loans shall be applied instead to its\n Base Rate Loans; and\n\n (b) all Loans that would otherwise be made or Continued by such Lender\n as Loans of the Affected Type shall be made or Continued instead as Base\n Rate Loans, and all Loans of such Lender that would otherwise be Converted\n into Loans of the Affected Type shall be Converted instead into (or shall\n remain as) Base Rate Loans.\n\nIf such Lender gives notice to the Borrower (with a copy to the Agent) that the\ncircumstances specified in Section 4.1 or 4.3 hereof that gave rise to the\nConversion of such Lender's Affected Loans pursuant to this Section 4.4 no\nlonger exist (which such Lender agrees to do promptly upon such circumstances\nceasing to exist) at a time when Loans of the Affected Type made by other\nLenders are outstanding, such Lender's Base Rate Loans shall be automatically\nConverted, on the first day(s) of the next succeeding Interest Period(s) for\nsuch outstanding Loans of the Affected Type, to the extent necessary so that,\nafter giving effect thereto, all Loans held by the Lenders holding Loans of the\nAffected Type and by such Lender are held pro rata (as to principal amounts,\nTypes, and Interest Periods) in accordance with their respective Revolving\nCredit Commitments.\n\n 4.5. Compensation. Upon the request of any Lender, the Borrower shall pay\nto such Lender such amount or amounts as shall be sufficient (in the reasonable\nopinion of such Lender) to compensate it for any loss, cost, or expense\n(including loss of anticipated profits) incurred by it as a result of:\n\n\n\n 47\n\n\n\n\n\n (a) any payment, prepayment, or Conversion of a Fixed Rate Loan for\n any reason (including, without limitation, the acceleration of the Loans\n pursuant to Section 9.1) on a date other than the last day of the Interest\n Period for such Loan; or\n\n (b) any failure by the Borrower for any reason (including, without\n limitation, the failure of any condition precedent specified in Article V\n to be satisfied) to borrow, Convert, Continue, or prepay an Fixed Rate Loan\n on the date for such borrowing, Conversion, Continuation, or prepayment\n specified in the relevant notice of borrowing, prepayment, Continuation, or\n Conversion under this Agreement.\n\n 4.6. Taxes. (a) Any and all payments by the Borrower to or for the account\nof any Lender or the Agent hereunder or under any other Loan Document shall be\nmade free and clear of and without deduction for any and all present or future\ntaxes, duties, levies, imposts, deductions, charges or withholdings, and all\nliabilities with respect thereto, excluding, in the case of each Lender and the\nAgent, taxes imposed on its income, and franchise taxes imposed on it, by the\njurisdiction under the laws of which such Lender (or its Applicable Lending\nOffice) or the Agent (as the case may be) is organized or any political\nsubdivision thereof (all such non-excluded taxes, duties, levies, imposts,\ndeductions, charges, withholdings, and liabilities being hereinafter referred to\nas \"Taxes\"). If the Borrower shall be required by law to deduct any Taxes from\nor in respect of any sum payable under this Agreement or any other Loan Document\nto any Lender or the Agent, (i) the sum payable shall be increased as necessary\nso that after making all required deductions (including deductions applicable to\nadditional sums payable under this Section 4.6) such Lender or the Agent\nreceives an amount equal to the sum it would have received had no such\ndeductions been made, (ii) the Borrower shall make such deductions, (iii) the\nBorrower shall pay the full amount deducted to the relevant taxation authority\nor other authority in accordance with applicable law, and (iv) the Borrower\nshall furnish to the Agent, at its address referred to in Section 11.2, the\noriginal or a certified copy of a receipt evidencing payment thereof.\n\n (b) In addition, the Borrower agrees to pay any and all present or future\nstamp or documentary taxes and any other excise or property taxes or charges or\nsimilar levies which arise from any payment made under this Agreement or any\nother Loan Document or from the execution or delivery of, or otherwise with\nrespect to, this Agreement or any other Loan Document (hereinafter referred to\nas \"Other Taxes\").\n\n (c) The Borrower agrees to indemnify each Lender and the Agent for the full\namount of Taxes and Other Taxes (including, without limitation, any Taxes or\nOther Taxes imposed or asserted by any jurisdiction on amounts payable under\nthis Section 4.6) paid by such Lender or the Agent (as the case may be) and any\nliability (including penalties, interest, and expenses) arising therefrom or\nwith respect thereto.\n\n (d) Each Lender organized under the laws of a jurisdiction outside the\nUnited States, on or prior to the date of its execution and delivery of this\nAgreement in the case of each Lender listed on the signature pages hereof and on\nor prior to the date on which it becomes a Lender in the case of each other\nLender, and from time to time thereafter if requested in writing by the Borrower\nor the Agent (but only so long as such Lender remains lawfully able to do so),\nshall\n\n\n\n 48\n\n\n\n\n\nprovide the Borrower and the Agent with (i) Internal Revenue Service Form 1001\nor 4224, as appropriate, or any successor form prescribed by the Internal\nRevenue Service, certifying that such Lender is entitled to benefits under an\nincome tax treaty to which the United States is a party which reduces the rate\nof withholding tax on payments of interest or certifying that the income\nreceivable pursuant to this Agreement is effectively connected with the conduct\nof a trade or business in the United States, (ii) Internal Revenue Service Form\nW-8 or W-9, as appropriate, or any successor form prescribed by the Internal\nRevenue Service, and (iii) any other form or certificate required by any taxing\nauthority (including any certificate required by Sections 871(h) and 881(c) of\nthe Internal Revenue Code), certifying that such Lender is entitled to an\nexemption from or a reduced rate of tax on payments pursuant to this Agreement\nor any of the other Loan Documents.\n\n (e) For any period with respect to which a Lender has failed to provide the\nBorrower and the Agent with the appropriate form pursuant to Section 4.6(d)\n(unless such failure is due to a change in treaty, law, or regulation occurring\nsubsequent to the date on which a form originally was required to be provided),\nsuch Lender shall not be entitled to indemnification under Section 4.6(a),\n4.6(b), or 4.6(c) with respect to Taxes imposed by the United States; provided,\nhowever, that should a Lender, which is otherwise exempt from or subject to a\nreduced rate of withholding tax, become subject to Taxes because of its failure\nto deliver a form required hereunder, the Borrower shall take such steps as such\nLender shall reasonably request to assist such Lender to recover such Taxes.\n\n (f) If the Borrower is required to pay additional amounts to or for the\naccount of any Lender pursuant to this Section 4.6, then such Lender will agree\nto use reasonable efforts to change the jurisdiction of its Applicable Lending\nOffice so as to eliminate or reduce any such additional payment which may\nthereafter accrue if such change, in the judgment of such Lender, is not\notherwise disadvantageous to such Lender.\n\n (g) Within thirty (30) days after the date of any payment of Taxes, the\nBorrower shall furnish to the Agent the original or a certified copy of a\nreceipt evidencing such payment.\n\n (h) Without prejudice to the survival of any other agreement of the\nBorrower hereunder, the agreements and obligations of the Borrower contained in\nthis Section 4.6 shall survive the termination of the Revolving Credit\nCommitments and the payment in full of the Notes.\n\n\n\n 49\n\n\n\n\n\n ARTICLE V\n\n Conditions to Making Loans and Issuing Letters of Credit\n\n 5.1. Conditions of Initial Advance. This Agreement shall not become\neffective until the following conditions precedent have been satisfied in the\nsole judgment of the Agent:\n\n (a) the Agent shall have received on the Closing Date, in form and\n substance satisfactory to the Agent and Lenders, the following:\n\n (i) executed originals of each of this Agreement, the Notes, the\n LC Account Agreement and the other Loan Documents, together with all\n schedules and exhibits thereto;\n\n (ii) the favorable written opinion or opinions with respect to\n the Loan Documents and the transactions contemplated thereby of\n counsel to the Borrower dated the Closing Date, addressed to the Agent\n and the Lenders and satisfactory to Smith Helms Mulliss & Moore,\n L.L.P., special counsel to the Agent, substantially in the form of\n Exhibit H;\n\n (iii) resolutions of the board of directors of the Borrower\n certified by its secretary or assistant secretary as of the Closing\n Date, approving and adopting the Loan Documents to be executed by the\n Borrower, and authorizing the execution and delivery and performance\n thereof;\n\n (iv) specimen signatures of officers of the Borrower executing\n the Loan Documents on behalf of the Borrower, certified by the\n secretary or assistant secretary of the Borrower;\n\n (v) the charter documents of the Borrower certified as of a\n recent date by the Secretary of State of its state of organization;\n\n (vi) the bylaws of the Borrower certified as of the Closing Date\n as true and correct by its secretary or assistant secretary;\n\n (vii) certificates issued as of a recent date by the Secretary of\n State of the jurisdiction of formation of the Borrower as to the valid\n existence and good standing of the Borrower;\n\n (viii) notice of appointment of the initial Authorized\n Representative(s);\n\n (ix) evidence of all insurance required by the Loan Documents;\n\n (x) a certificate in the form of Exhibit I completed as of March\n 31, 1998;\n\n\n\n 50\n\n\n\n\n\n (xi) evidence that all fees payable by the Borrower on the\n Closing Date to the Agent and the Lenders have been paid in full;\n\n (xii) termination of the Prior Agreement and payment of the Prior\n Loans;\n\n (xiii) such other documents, instruments, certificates and\n opinions as the Agent or any Lender may reasonably request on or prior\n to the Closing Date in connection with the consummation of the\n transactions contemplated hereby; and\n\n (b) In the good faith judgment of the Agent and the Lenders:\n\n (i) there shall not have occurred or become known to the Agent or\n the Lenders any event, condition, situation or status since December\n 31, 1997 that has had or could reasonably be expected to result in a\n Material Adverse Effect;\n\n (ii) no litigation, action, suit, investigation or other\n arbitral, administrative or judicial proceeding shall be pending or\n threatened which could reasonably be expected to result in a Material\n Adverse Effect; and\n\n (iii) the Borrower and its Consolidated Entities shall have\n received all approvals, consents and waivers, and shall have made or\n given all necessary filings and notices, as shall be required to\n consummate the transactions contemplated hereby without the occurrence\n of any default under, conflict with or violation of (A) any applicable\n law, rule, regulation, order or decree of any Governmental Authority\n or arbitral authority or (B) any agreement, document or instrument to\n which any of the Borrower or any Consolidated Entity is a party or by\n which any of them or their properties is bound, except for such\n approvals, consents, waivers, filings and notices the receipt, making\n or giving of which will not have a Material Adverse Effect.\n\n 5.2. Conditions of Loans and Letters of Credit. The obligations of the\nLenders to make any Loans, and the Issuing Bank to issue Letters of Credit,\nhereunder on or subsequent to the Closing Date, are subject to the satisfaction\nof the following conditions:\n\n (a) the Agent shall have received a Borrowing Notice if required by\n Article II;\n\n (b) the representations and warranties of the Borrower and the\n Subsidiaries set forth in Article VI and in each of the other Loan\n Documents shall be true and correct in all material respects on and as of\n the date of such Advance or Letter of Credit issuance or renewal, with the\n same effect as though such representations and warranties had been made on\n and as of such date, except to the extent that such representations and\n warranties expressly relate to an earlier date and except that the\n financial statements referred to in Section 6.6(a) shall be deemed to be\n those financial statements most recently delivered to the Agent and the\n Lenders pursuant to Section 7.1 from the date financial statements are\n delivered to the Agent and the Lenders in accordance with such Section;\n\n\n\n 51\n\n\n\n\n\n (c) in the case of the issuance of a Letter of Credit, the Borrower\n shall have executed and delivered to the Issuing Bank an Application and\n Agreement for the Letter of Credit in form and content acceptable to the\n Issuing Bank together with such other instruments and documents as it shall\n request;\n\n (d) at the time of (and after giving effect to) each Advance or the\n issuance of a Letter of Credit, no Default or Event of Default shall have\n occurred and be continuing; and\n\n (e) immediately after giving effect to:\n\n (i) a Loan, the aggregate principal balance of all outstanding\n Loans for each Lender plus such Lender's Applicable Commitment\n Percentage of the aggregate amount of Letter of Credit Outstandings\n shall not exceed such Lender's Revolving Credit Commitment;\n\n (ii) a Letter of Credit or renewal thereof, the aggregate\n principal balance of all outstanding Participations in Letters of\n Credit and Reimbursement Obligations (or in the case of the Issuing\n Bank, its remaining interest after deduction of all Participations in\n Letters of Credit and Reimbursement Obligations of other Lenders) for\n each Lender and in the aggregate shall not exceed, respectively, (X)\n such Lender's Letter of Credit Commitment or (Y) the Total Letter of\n Credit Commitment; and\n\n (iii) a Loan or a Letter of Credit or renewal thereof, the sum of\n Letter of Credit Outstandings plus the aggregate principal amount of\n Revolving Credit Outstandings plus Outstanding Competitive Bid Loans\n shall not exceed the Total Revolving Credit Commitment.\n\n Each borrowing hereunder and each issuance of a Letter of Credit hereunder\nshall constitute a representation and warranty by the Borrower to the effect\nthat the conditions set forth in clauses (b) and (d) have been satisfied as of\nthe date of such borrowing.\n\n\n\n 52\n\n\n\n\n\n ARTICLE VI\n\n Representations and Warranties\n\n The Borrower represents and warrants with respect to itself and (to the\nextent expressly set forth below) its Consolidated Entities (which\nrepresentations and warranties shall survive the delivery of the documents\nmentioned herein and the making of Loans and the issuance of a Letter of\nCredit), that:\n\n 6.1. Organization and Authority.\n\n (a) The Borrower and each Consolidated Entity is a corporation,\n partnership or limited liability company duly organized and validly\n existing under the laws of the jurisdiction of its formation;\n\n (b) The Borrower and each Consolidated Entity (x) has the requisite\n power and authority to own its properties and assets and to carry on its\n business as now being conducted and as contemplated in the Loan Documents,\n and (y) is qualified to do business in every jurisdiction in which failure\n so to qualify would have a Material Adverse Effect;\n\n (c) The Borrower has the power and authority to execute, deliver and\n perform this Agreement and the Notes, and to borrow and obtain other\n extensions of credit hereunder, and to execute, deliver and perform each of\n the other Loan Documents to which it is a party; and\n\n (d) When executed and delivered, each of the Loan Documents to which\n the Borrower is a party will be the legal, valid and binding obligation or\n agreement, as the case may be, of the Borrower, enforceable against the\n Borrower in accordance with its terms, subject to the effect of any\n applicable bankruptcy, moratorium, insolvency, reorganization or other\n similar law affecting the enforceability of creditors' rights generally and\n to the effect of general principles of equity (whether considered in a\n proceeding at law or in equity).\n\n 6.2. Loan Documents. The execution, delivery and performance by the\nBorrower of each of the Loan Documents and the credit extensions hereunder:\n\n (a) have been duly authorized by all requisite corporate actions\n (including any required shareholder approval) of the Borrower required for\n the lawful execution, delivery and performance thereof;\n\n (b) do not violate any provisions of (i) applicable law, rule or\n regulation, (ii) any judgment, writ, order, determination, decree or\n arbitral award of any Governmental Authority or arbitral authority binding\n on the Borrower or any Subsidiary or its or any Subsidiary's properties, or\n (iii) the charter documents or bylaws of the Borrower;\n\n\n\n 53\n\n\n\n\n\n (c) do not and will not be in conflict with, result in a breach of or\n constitute an event of default, or an event which, with notice or lapse of\n time or both, would constitute an event of default, under any contract,\n indenture, agreement or other instrument or document to which Borrower or\n any Consolidated Entity is a party, or by which the properties or assets of\n the Borrower or any Consolidated Entity are bound; and\n\n (d) do not and will not result in the creation or imposition of any\n Lien upon any of the properties or assets of Borrower or any Subsidiary.\n\n 6.3. Solvency. The Borrower is Solvent and the Borrower and its\nConsolidated Entities taken as a whole are Solvent, in each case after giving\neffect to the transactions contemplated by the Loan Documents.\n\n 6.4. Subsidiaries. The Borrower has no Subsidiaries other than those\nPersons listed as Subsidiaries in Schedule 6.4 and additional Subsidiaries\ncreated or acquired after the Closing Date.\n\n 6.5. Ownership Interests. Borrower owns no interest in any Person other\nthan the Persons listed in Schedule 6.4, equity investments in Persons not\nconstituting Subsidiaries permitted under Section 8.2 and additional\nSubsidiaries created or acquired after the Closing Date.\n\n 6.6. Financial Condition.\n\n (a) The Borrower has heretofore furnished to the Agent and each Lender\n an audited consolidated balance sheet of the Borrower and its Consolidated\n Entities as at December 31, 1997 and the notes thereto and the related\n consolidated statements of income, stockholders' equity and cash flows for\n the Fiscal Year then ended as examined and certified by Ernst & Young LLP.\n Except as set forth therein, such financial statements (including the notes\n thereto) present fairly the financial condition of the Borrower and its\n Consolidated Entities as of the end of such Fiscal Year and results of\n their operations and the changes in its stockholders' equity for the Fiscal\n Year, all in conformity with GAAP applied on a Consistent Basis, subject\n however, in the case of unaudited interim statements to year end audit\n adjustments;\n\n (b) since December 31, 1997, there has been no material adverse change\n in the condition, financial or otherwise, of the Borrower or any of its\n Consolidated Entities, or in the businesses, properties, performance,\n prospects or operations of the Borrower or any of its Consolidated\n Subsidiaries nor have such businesses or properties been materially\n adversely affected as a result of any fire, explosion, earthquake,\n accident, strike, lockout, combination of workers, flood, embargo or act of\n God; and\n\n (c) neither the Borrower nor any Consolidated Entity has any material\n Indebtedness, Guaranteed Obligations or other obligations or liabilities,\n direct or contingent, in an aggregate amount in excess of $300,000 other\n than (a) the liabilities reflected in such balance sheet and the notes\n thereto, (b) $567,750,000 aggregate principal amount of the Borrower's\n 3.25% Convertible Subordinated Debentures due 2003, (c)\n\n\n\n 54\n\n\n\n\n\n $250,000,000 aggregate principal amount of the Borrower's 6.875% Senior\n Notes due 2005 and $250,000,000 aggregate principal amount of the\n Borrower's 7.0% Senior Notes due 2005, (d) Obligations arising under this\n Agreement, and (e) liabilities incurred in the ordinary course of business.\n\n 6.7. Title to Properties. The Borrower and each Consolidated Entity has\ngood and marketable title to all its real and personal properties, subject to no\ntransfer restrictions or Liens of any kind, except for the transfer restrictions\nand Liens permitted by this Agreement.\n\n 6.8. Taxes. The Borrower and each Consolidated Entity have filed or caused\nto be filed all federal, state and local tax returns which are required to be\nfiled by it and, except for taxes and assessments being contested in good faith\nby appropriate proceedings diligently conducted and against which reserves\nreflected in the financial statements described in Section 6.6(a) and\nsatisfactory to the Borrower's independent certified public accountants have\nbeen established, have paid or caused to be paid all taxes as shown on said\nreturns or on any assessment received by it, to the extent that such taxes have\nbecome due.\n\n 6.9. Other Agreements. Except as disclosed in or incorporated by reference\nin the 1997 10-K:\n\n (a) neither the Borrower nor any Consolidated Entity is a party to or\n subject to any judgment, order, decree, agreement, lease or instrument, or\n subject to other restrictions, compliance with the terms of which\n individually or in the aggregate could reasonably be likely to have a\n Material Adverse Effect;\n\n (b) neither the Borrower nor any Consolidated Entity is in default in\n the performance, observance or fulfillment of any of the obligations,\n covenants or conditions contained in (i) any Medicaid Provider Agreement,\n Medicare Provider Agreement or other agreement or instrument to which the\n Borrower or any Consolidated Entity is a party, which default has resulted\n in, or if not remedied within any applicable grace period could result in,\n the revocation, termination, cancellation or suspension of Medicaid\n Certification or Medicare Certification of Borrower or any Consolidated\n Entity which could have a Material Adverse Effect or (ii) any other\n agreement or instrument to which the Borrower or any Consolidated Entity is\n a party, which default has, or if not remedied within any applicable grace\n period could reasonably be likely to have, a Material Adverse Effect;\n\n (c) to the knowledge of Borrower's Executive Officers, no Contract\n Provider is a party to any judgment, order, decree, agreement or\n instrument, or subject to restrictions, compliance with the terms of which\n could individually or in the aggregate reasonably be likely to have a\n Material Adverse Effect; and\n\n (d) to the knowledge of Borrower's Executive Officers, no Contract\n Provider is in default in the performance, observance or fulfillment of any\n of the obligations, covenants or conditions contained in any Medicaid\n Provider Agreement, Medicare Provider Agreement or other agreement or\n instrument to which such Person is a party, which default has resulted in,\n or if not remedied within any applicable grace period could\n\n\n\n 55\n\n\n\n\n\n result in, the revocation, termination, cancellation or suspension of\n Medicaid Certification or Medicare Certification of such Person, which\n revocation, termination, cancellation or suspension could reasonably be\n likely to have a Material Adverse Effect.\n\n 6.10. Litigation. Except as disclosed in or incorporated by reference in\nthe 1997 10-K, there is no action, suit, investigation or proceeding at law or\nin equity or by or before any governmental instrumentality or agency or arbitral\nbody pending or, to the knowledge of the Borrower, threatened by or against the\nBorrower or any Consolidated Entity or, to the knowledge of the Borrower,\npending or threatened by or against any Contract Provider, or affecting the\nBorrower or any Consolidated Entity or, to the knowledge of the Borrower, any\nContract Provider or any properties or rights of the Borrower or any\nConsolidated Entity or, to the knowledge of the Borrower, any Contract Provider,\nwhich could reasonably be likley (i) to result in the revocation, termination,\ncancellation or suspension of Medicaid Certification or Medicare Certification\nof such Person, which revocation, termination, cancellation or suspension could\nreasonably be likely to have a Material Adverse Effect, or (ii) to have a\nMaterial Adverse Effect.\n\n 6.11. Margin Stock. The proceeds of the borrowings and other extensions of\ncredit made hereunder will be used by the Borrower only for the purposes\nexpressly authorized herein. None of such proceeds will be used, directly or\nindirectly, for the purpose of purchasing or carrying any margin stock or for\nthe purpose of reducing or retiring any Indebtedness which was originally\nincurred to purchase or carry margin stock or for any other purpose which might\nconstitute any of the Loans or Letters of Credit under this Agreement a \"purpose\ncredit\" within the meaning of Regulation U or Regulation X of the Board. Neither\nthe Borrower nor any agent acting in its behalf has taken or will take any\naction which might cause this Agreement or any of the documents or instruments\ndelivered pursuant hereto to violate any regulation of the Board or to violate\nthe Exchange Act or the Securities Act of 1933, as amended, or any state\nsecurities laws, in each case as in effect on the date hereof.\n\n 6.12. Investment Company. Neither the Borrower nor any Consolidated Entity\nis an \"investment company,\" or an \"affiliated person\" of, or \"promoter\" or\n\"principal underwriter\" for, an \"investment company\", as such terms are defined\nin the Investment Company Act of 1940, as amended (15 U.S.C. ss. 80a-1, et\nseq.). The application of the proceeds of the Loans and repayment thereof by the\nBorrower and the issuance of Letters of Credit and the performance by the\nBorrower and any Consolidated Entity of the transactions contemplated by the\nLoan Documents will not violate any provision of said Act, or any rule,\nregulation or order issued by the Securities and Exchange Commission thereunder,\nin each case as in effect on the date hereof.\n\n 6.13. Patents, Etc. Except as set forth on Schedule 6.13, the Borrower and\neach Consolidated Entity owns or has the right to use, under valid license\nagreements or otherwise, all material patents, licenses, franchises, trademarks,\ntrademark rights, trade names, trade name rights, trade secrets, service marks,\nservice mark rights and copyrights necessary to or used in the conduct of its\nbusinesses as now conducted and as contemplated by the Loan Documents, without\nknown conflict by, or with, any patent, license, franchise, trademark, trade\nsecret, trade name, service mark, copyright or other proprietary right of, any\nother Person.\n\n\n\n 56\n\n\n\n\n\n 6.14. No Untrue Statement. Neither (a) this Agreement nor any other Loan\nDocument or certificate or document executed and delivered by or on behalf of\nthe Borrower or any Consolidated Entity in accordance with or pursuant to any\nLoan Document nor (b) any statement, representation, or warranty provided to the\nAgent or any Lender in connection with the negotiation or preparation of the\nLoan Documents contains any misrepresentation or untrue statement of material\nfact or omits to state a material fact necessary, in light of the circumstance\nunder which it was made, in order to make any such warranty, representation or\nstatement contained therein not misleading.\n\n 6.15. No Consents, Etc. Neither the respective businesses or properties of\nthe Borrower or any Consolidated Entity, nor any relationship between the\nBorrower or any Consolidated Entity and any other Person, nor any circumstance\nin connection with the execution, delivery and performance of the Loan Documents\nand the transactions contemplated thereby, is such as to require a consent,\napproval or authorization of, or filing, registration or qualification with, any\nGovernmental Authority or any other Person on the part of the Borrower or any\nConsolidated Entity as a condition to the execution, delivery and performance\nof, or consummation of the transactions contemplated by, or the validity or\nenforceability of, the Loan Documents, which, if not obtained or effected, would\nbe reasonably likely to have a Material Adverse Effect, or if so, such consent,\napproval, authorization, filing, registration or qualification has been duly\nobtained or effected, as the case may be;\n\n 6.16. ERISA Requirement. (i) The execution and delivery of the Loan\nDocuments will not involve any prohibited transaction within the meaning of\nERISA, (ii) the Borrower and each ERISA Affiliate has fulfilled its obligations\nunder the minimum funding standards imposed by ERISA and each is in compliance\nin all material respects with the applicable provisions of ERISA, and (iii) no\n\"Reportable Event,\" as defined in Section 4043(b) of Title IV of ERISA, has\noccurred with respect to any plan maintained by the Borrower or any of its ERISA\nAffiliate.\n\n 6.17. No Default. As of the date hereof, there does not exist any Default\nor Event of Default.\n\n 6.18. Hazardous Materials. The Borrower and each Consolidated Entity is in\ncompliance with all applicable Environmental Laws in all material respects.\nNeither the Borrower nor any Consolidated Entity has been notified of any\naction, suit, proceeding or investigation which, and neither the Borrower nor\nany Consolidated Entity is aware of any facts which, (i) calls into question, or\ncould reasonably be expected to call into question, compliance in all material\nrespects by the Borrower or any Consolidated Entity with any Environmental Laws,\n(ii) which seeks, or could reasonably be expected to form the basis of a\nmeritorious proceeding, to suspend, revoke or terminate any material license,\npermit or approval necessary for the generation, handling, storage, treatment or\ndisposal of any Hazardous Material, or (iii) seeks to cause, or could reasonably\nbe expected to form the basis of a meritorious proceeding to cause, any property\nof the Borrower or any Consolidated Entity material to the operations of the\nBorrower or such Consolidated Entity to be subject to any material restrictions\non ownership, use, occupancy or transferability under any Environmental Law.\n\n\n\n 57\n\n\n\n\n\n 6.19. Employment Matters. (a) Except as set forth on Schedule 6.19, none of\nthe employees of the Borrower or any Consolidated Entity is subject to any\ncollective bargaining agreement and there are no strikes, work stoppages,\nelection or decertification petitions or proceedings, unfair labor charges,\nequal opportunity proceedings, or other material labor\/employee related\ncontroversies or proceedings pending or, to the best knowledge of the Borrower,\nthreatened against the Borrower or any Consolidated Entity or between the\nBorrower or any Consolidated Entity and any of its employees, other than\nemployee grievances, controversies or proceedings arising in the ordinary course\nof business which could not reasonably be likely, individually or in the\naggregate, to have a Material Adverse Effect; and\n\n (b) Except to the extent a failure to maintain compliance would not have a\nMaterial Adverse Effect, the Borrower and each Consolidated Entity is in\ncompliance in all respects with all applicable laws, rules and regulations\npertaining to labor or employment matters, including without limitation those\npertaining to wages, hours, occupational safety and taxation and there is\nneither pending nor threatened any litigation, administrative proceeding or, to\nthe knowledge of the Borrower, any investigation, in respect of such matters\nwhich, if decided adversely, could reasonably be likely, individually or in the\naggregate, to have a Material Adverse Effect.\n\n 6.20. RICO. Neither the Borrower nor any Consolidated Entity is engaged in\nor has engaged in any course of conduct that could subject any of their\nrespective properties to any Lien, seizure or other forfeiture under any\ncriminal law, racketeer influenced and corrupt organizations law, civil or\ncriminal, or other similar laws.\n\n 6.21. Reimbursement from Third Party Payors. The accounts receivable of the\nBorrower and each Consolidated Entity and each Contract Provider have been and\nwill continue to be adjusted to reflect reimbursement policies of third party\npayors such as Medicare, Medicaid, Blue Cross\/Blue Shield, private insurance\ncompanies, health maintenance organizations, preferred provider organizations,\nalternative delivery systems, managed care systems, government contracting\nagencies and other third party payors. In particular, accounts receivable\nrelating to such third party payors do not and shall not exceed amounts any\nobligee is entitled to receive under any capitation arrangement, fee schedule,\ndiscount formula, cost-based reimbursement or other adjustment or limitation to\nits usual charges.\n\n 6.22. Year 2000 Compliance. The Borrower has (i) initiated a review and\nassessment of all areas within its and each of its Consolidated Entities'\nbusiness and operations (including those affected by suppliers, vendors, and\ncustomers) that could be adversely affected by the \"Year 2000 Problem\" (that is,\nthe risk that computer applications used by the Borrower or any of its\nConsolidated Entities (or suppliers, vendors and customers) may be unable to\nrecognize and perform properly date-sensitive functions involving certain dates\nprior to and any date after December 31, 1999), (ii) developed a plan and\ntimeline for addressing the Year 2000 Problem on a timely basis, and (iii) to\ndate, implemented that plan in accordance with that timetable. Based on the\nforegoing, the Borrower believes that all computer applications (including those\nof its suppliers, vendors and customers) that are material to its or any of its\nConsolidated Entities' business and operations are reasonably expected on a\ntimely basis to be able to perform proper date-sensitive functions for all dates\nbefore and after January 1, 2000 (that is, be \"Year 2000\n\n\n\n 58\n\n\n\n\n\ncompliant\"), except to the extent that a failure to do so could not reasonably\nbe expected to have a Material Adverse Effect.\n\n\n\n\n 59\n\n\n\n\n\n ARTICLE VII\n\n Affirmative Covenants\n\n Until the Revolving Credit Termination Date and termination of this\nAgreement in accordance with the terms hereof, unless the Required Lenders shall\notherwise consent in writing, the Borrower will, and where applicable will cause\neach Consolidated Entity to:\n\n 7.1. Financial Statements, Reports, Etc. The Borrower shall deliver or\ncause to be delivered to the Agent and each Lender:\n\n (a) Not later than 50 days after the end of each of the first three\n quarters of each Fiscal Year, a balance sheet and a statement of income of\n the Borrower and its Consolidated Entities on a consolidated basis and a\n statement of cash flow of the Borrower and its Consolidated Entities on a\n consolidated basis for such calendar quarter and for the period beginning\n on the first day of such Fiscal Year and ending on the last day of such\n quarter (in sufficient detail to indicate the Borrower's and each\n Consolidated Entity's compliance with the financial covenants set forth in\n Section 8.1), together with statements in comparative form for the\n corresponding date or period in the preceding Fiscal Year as summarized in\n the Borrower's Form 10-Q for the corresponding period, and certified as to\n fairness, accuracy and completeness by the chief executive officer, chief\n financial officer or Treasurer of the Borrower.\n\n (b) Not later than 100 days after the end of each Fiscal Year,\n financial statements (including a balance sheet, a statement of income, a\n statement of changes in shareholders' equity and a statement of cash flow)\n of the Borrower and its Consolidated Entities on a consolidated basis for\n such Fiscal Year (in sufficient detail to indicate the Borrower's and each\n Consolidated Entity's compliance with the financial covenants set forth in\n Section 8.1), together with statements in comparative form as of the end of\n and for the preceding Fiscal Year as summarized in the Borrower's Form 10-K\n for the corresponding period, and accompanied by an opinion of certified\n public accountants acceptable to the Agent, which opinion shall state in\n effect that such financial statements (A) were audited using generally\n accepted auditing standards, (B) were prepared in accordance with generally\n accepted accounting principles applied on a Consistent Basis, and (C)\n present fairly the financial condition and results of operations of the\n Borrower and its Consolidated Entities for the periods covered.\n\n (c) Together with the financial statements required by subsections (a)\n and (b) above a compliance certificate duly executed by the chief executive\n officer or chief financial officer or Treasurer of the Borrower in the form\n of Exhibit I (\"Compliance Certificate\").\n\n (d) Contemporaneously with the distribution thereof to the Borrower's\n or any Consolidated Entity's stockholders or partners or the filing thereof\n with the Securities and Exchange Commission, as the case may be, copies of\n all statements, reports, notices and filings distributed by the Borrower or\n any Consolidated Entity to its stockholders or\n\n\n\n 60\n\n\n\n\n\n partners or filed with the Securities and Exchange Commission (including\n reports on SEC Forms 10-K, 10-Q and 8-K).\n\n (e) Promptly after the Borrower knows or has reason to know of the\n occurrence of any \"reportable event\" under Section 4043 of ERISA applicable\n to the Borrower or any ERISA Affiliate, a certificate of the president or\n chief financial officer of the Borrower setting forth the details as to\n such \"reportable event\" and the action that the Borrower or the ERISA\n Affiliate has taken or will take with respect thereto, and promptly after\n the filing or receiving thereof, copies of all reports and notices that the\n Borrower and each Consolidated Entity files under ERISA with the Internal\n Revenue Service or the PBGC or the United States Department of Labor.\n\n (f) Promptly after the Borrower or any of its Consolidated Entities\n becomes aware of the commencement thereof, notice of any investigation,\n action, suit or proceeding before any Governmental Authority involving the\n condemnation or taking under the power of eminent domain of any of its\n property or the revocation or suspension of any permit, license,\n certificate of need or other governmental requirement applicable to any\n Facility.\n\n (g) Within 10 days of the receipt by the Borrower or any of its\n Consolidated Entities, copies of all material deficiency notices,\n compliance orders or adverse reports issued by any Governmental Authority\n or accreditation commission having jurisdiction over licensing,\n accreditation or operation of a Facility or by any Governmental Authority\n or private insurance company pursuant to a provider agreement, which, if\n not promptly complied with or cured, could result in the suspension or\n forfeiture of any license, certification or accreditation necessary in\n order for such Facility to carry on its business as then conducted or the\n termination of any material insurance or reimbursement program available to\n such Facility.\n\n (h) Such other information regarding any Facility or the financial\n condition or operations of the Borrower or its Consolidated Entities as the\n Agent shall reasonably request from time to time or at any time.\n\n 7.2. Maintain Properties. Maintain all properties necessary to its\noperations in good working order and condition, make all needed repairs,\nreplacements and renewals to such properties, and maintain free from Liens all\ntrademarks, trade names, service marks, patents, copyrights, trade secrets,\nknow-how, and other intellectual property and proprietary information (or\nadequate licenses thereto), in each case as are reasonably necessary to conduct\nits business as currently conducted or as contemplated hereby, all in accordance\nwith customary and prudent business practices.\n\n 7.3. Existence, Qualification, Etc. Except as otherwise expressly permitted\nunder Section 8.4, do or cause to be done all things necessary to preserve and\nkeep in full force and effect its existence and all material rights and\nfranchises, and maintain its license or qualification to do business as a\nforeign corporation and good standing in each jurisdiction in which its\n\n\n\n 61\n\n\n\n\n\nownership or lease of property or the nature of its business makes such license\nor qualification necessary.\n\n 7.4. Regulations and Taxes. Comply in all material respects with or contest\nin good faith all statutes and governmental regulations and pay all taxes,\nassessments, governmental charges, claims for labor, supplies, rent and any\nother obligation which, if unpaid, would become a Lien against any of its\nproperties except liabilities being contested in good faith by appropriate\nproceedings diligently conducted and against which adequate reserves acceptable\nto the Borrower's independent certified public accountants have been established\nunless and until any Lien resulting therefrom attaches to any of its property\nand becomes enforceable by its creditors.\n\n 7.5. Insurance. At all times maintain in force, and pay all premiums and\ncosts related to, insurance coverages in amounts deemed by the management of the\nBorrower to be sufficient in accordance with usual and customary business\npractices and any other coverages required under applicable governmental\nrequirements. The Borrower shall deliver to the Agent annually on or before each\nanniversary date of this Agreement, and at such other time or times as the Agent\nmay request (but not more often than monthly), a certificate of the president or\nchief financial officer of the Borrower setting out in such detail as the Agent\nmay reasonably require a description of all insurance coverages maintained by\nthe Borrower and each Consolidated Entity. The Agent shall have no obligation to\ngive the Borrower or any Consolidated Entity notice of any notification received\nby the Agent with respect to any insurance policies or take any steps to protect\nthe Borrower's or any Consolidated Entity's interests under such policies.\n\n 7.6. True Books. Keep true books of record and account in which full, true\nand correct entries will be made of all of its dealings and transactions, and\nset up on its books such reserves as may be required by GAAP with respect to\ndoubtful accounts and all taxes, assessments, charges, levies and claims and\nwith respect to its business in general, and include such reserves in interim as\nwell as year-end financial statements.\n\n 7.7. Right of Inspection. Permit any Person designated by the Agent to\nvisit and inspect any of the properties, corporate books and financial reports\nof the Borrower or any Subsidiary and to discuss its affairs, finances and\naccounts with its principal officers and independent certified public\naccountants, all at reasonable times, at reasonable intervals and with\nreasonable prior notice.\n\n 7.8. Observe all Laws. Conform to and duly observe, and cause all Contract\nProviders to conform to and duly observe, in all material respects all laws,\nrules and regulations and all other valid requirements of any regulatory\nauthority with respect to the conduct of its business, including without\nlimitation Titles XVIII and XIX of the Social Security Act, Medicare\nRegulations, Medicaid Regulations, and all laws, rules and regulations of\nGovernmental Authorities pertaining to the licensing of professional and other\nhealth care providers, except where the failure to do so could not reasonably be\nlikely to have a Material Adverse Effect.\n\n 7.9. Governmental Licenses. Obtain and maintain, and use reasonable effort\nto cause all Contract Providers to obtain and maintain, all licenses, permits,\ncertifications and approvals of all applicable Governmental Authorities as are\nrequired for the conduct of its\n\n\n\n 62\n\n\n\n\n\nbusiness as currently conducted and herein contemplated, including without\nlimitation professional licenses, Medicaid Certifications and Medicare\nCertifications, except where the failure to do so could not reasonably be likely\nto have a Material Adverse Effect.\n\n 7.10. Covenants Extending to Other Persons. Cause each of its Consolidated\nEntities to do with respect to itself, its business and its assets, each of the\nthings required of the Borrower in Sections 7.2 through 7.9, 7.15 and 7.16\ninclusive.\n\n 7.11. Officer's Knowledge of Default. Upon any Executive Officer of the\nBorrower obtaining knowledge of any Default or Event of Default or any default\nor event of default under any other obligation of the Borrower or any\nConsolidated Entity to any Lender, or any event, development or occurrence which\ncould reasonably be expected to have a Material Adverse Effect, cause such\nExecutive Officer or an Authorized Representative to promptly notify the Agent\nof the nature thereof, the period of existence thereof, and what action the\nBorrower or such Consolidated Entity proposes to take with respect thereto. The\nAgent shall notify the Lenders of receipt of such notice.\n\n 7.12. Suits or Other Proceedings. Upon any Executive Officer of the\nBorrower obtaining knowledge of any litigation or other proceedings being\ninstituted (i) against the Borrower or any Subsidiary, or any attachment, levy,\nexecution or other process being instituted against any assets of the Borrower\nor any Subsidiary or Controlled Partnership, which if adversely determined could\nreasonably be likely to have a Material Adverse Effect or (ii) against the\nBorrower, any Subsidiary or any Contract Provider (but only with respect to\nservices provided to the Borrower or any Consolidated Entity) to suspend, revoke\nor terminate any Medicaid Provider Agreement, Medicaid Certification, Medicare\nProvider Agreement or Medicare Certification, which suspension, revocation or\ntermination could reasonably be likely to have a Material Adverse Effect, cause\nsuch Executive Officer or an Authorized Representative to promptly deliver to\nthe Agent written notice thereof stating the nature and status of such\nlitigation, dispute, proceeding, levy, execution or other process.\n\n 7.13. Notice of Discharge of Hazardous Material or Environmental Complaint.\nPromptly provide to the Agent true, accurate and complete copies of any and all\nnotices, complaints, orders, directives, claims, or citations received by the\nBorrower or any Consolidated Entity relating to any of the following which is\nlikely to have a Material Adverse Effect: (a) violation or alleged violation by\nthe Borrower or any Consolidated Entity of any applicable Environmental Law; (b)\nrelease or threatened release by the Borrower or any Consolidated Entity, or at\nany Facility or property owned or leased or operated by the Borrower or any\nConsolidated Entity, of any Hazardous Material, except where occurring legally;\nor (c) liability or alleged liability of the Borrower or any Consolidated Entity\nfor the costs of cleaning up, removing, remediating or responding to a release\nof Hazardous Materials.\n\n 7.14. Environmental Compliance. If the Borrower or any Consolidated Entity\nshall receive any letter, notice, complaint, order, directive, claim or citation\nfrom any Governmental Authority alleging that the Borrower or any Consolidated\nEntity has violated any Environmental Law or is liable for the costs of cleaning\nup, removing, remediating or responding to a release of Hazardous Materials\nwithin the time period permitted by the applicable Environmental Law\n\n\n\n 63\n\n\n\n\n\nor the Governmental Authority responsible for enforcing such Environmental Law,\nremove or remedy, or cause the applicable Consolidated Entity to remove or\nremedy, such violation or release or satisfy such liability unless and only\nduring the period that the applicability of such Environmental Law, the fact of\nsuch violation or liability or what is required to remove or remedy such\nviolation is being contested by the Borrower or the applicable Consolidated\nEntity by appropriate proceedings diligently conducted and all reserves with\nrespect thereto as may be required under GAAP, if any, have been made, and no\nLien in connection therewith shall have attached to any property of the Borrower\nor the applicable Consolidated Entity which shall have become enforceable\nagainst creditors of such Person.\n\n 7.15. Continuation of Current Business. Not engage in any business other\nthan the business now being conducted by the Borrower (including its\nConsolidated Entities) and other businesses directly related to such services.\n\n 7.16. Management Contracts. Not enter into any agreement whereby the\nmanagement, supervision or control of its business or any Facility shall be\ndelegated to or placed in any persons other than its governing body and\nofficers, the Borrower or a Consolidated Entity, except that management of the\nFacility owned by Vanderbilt Stallworth Rehabilitation Hospital, L.P. is vested\nin part in a Governance Committee and in part in a Subsidiary of the Borrower\npursuant to the applicable limited partnership agreement and a management\nagreement.\n\n 7.17. Year 2000 Compliance. The Borrower will promptly notify the Agent in\nthe event the Borrower discovers or determines that any computer application\n(including those of its suppliers, vendors, and customers) that is material to\nits or any of its Consolidated Entities' business and operations will not be\nYear 2000 compliant, except to the extent that such failure could not reasonably\nbe expected to have a Material Adverse Effect.\n\n\n\n\n 64\n\n\n\n\n\n ARTICLE VIII\n\n Negative Covenants\n\n Until the Revolving Credit Termination Date and termination of this\nAgreement in accordance with the terms hereof, unless the Required Lenders shall\notherwise consent in writing, the Borrower will not, nor will it permit any\nConsolidated Entity to:\n\n 8.1. Financial Covenants.\n\n (a) Minimum Net Worth. Permit Consolidated Net Worth to be less than\n $2,750,000,000 plus (A) 50% of Consolidated Net Income (if positive and\n including for purposes of this Section 8.1(a) only any extraordinary gain),\n on an ongoing basis for each fiscal quarter beginning with the fiscal\n quarter ended June 30, 1998, plus (B) the aggregate amount of all\n increases, if any, in its capital accounts resulting from the issuance of\n Capital Stock or conversion of debt into Capital Stock or other securities\n properly classified as equity in accordance with generally accepted\n accounting principles, or from the sale or other disposition of treasury\n shares, from the date of this Agreement through the date of determination\n plus (c) without duplication, any addition to Consolidated Stockholders'\n Equity resulting from an Acquisition after the Closing Date which shall be\n accounted for on a pooling-of-interests basis.\n\n (b) Consolidated EBITDA to Consolidated Interest Expense Ratio. Permit\n the ratio of Consolidated EBITDA to Consolidated Interest Expense at any\n time to be less than or equal to 2.50 to 1.00.\n\n (c) Consolidated Indebtedness to Consolidated Total Capital. Permit\n the ratio of Consolidated Indebtedness to Consolidated Total Capital at any\n time to equal or exceed 0.65 to 1.00.\n\n 8.2. Investments and Loans. Purchase or otherwise acquire any stock,\nsecurity, obligation or evidence of indebtedness of, make any capital\ncontribution to, own any equity interest in, or make any loan or advance to, any\nother Person; provided, however, that the Borrower and its Consolidated Entities\nmay (A) continue to hold all stock of and own partnership interests in the\nPersons that constitute Consolidated Entities on the Closing Date and Persons\nthat thereafter become Consolidated Entities as a result of Acquisitions\npermitted under Section 8.8; (B) make Permitted Investments; and (C) make other\ninvestments in an amount not exceeding 15% of Consolidated Total Assets.\n\n 8.3. Indebtedness. Permit to exist Indebtedness, howsoever evidenced, of\nSubsidiaries and Controlled Partnerships (exclusive of Indebtedness to the\nBorrower) in an aggregate amount at any time exceeding the greater of\n$70,000,000 or 15% of Consolidated Tangible Net Worth, excluding, however,\nIndebtedness of Subsidiaries and Controlled Partnerships existing as of the date\nhereof and described on Schedule 8.3.\n\n\n\n 65\n\n\n\n\n\n 8.4. Disposition of Assets. Sell, lease or otherwise dispose of assets in\nexcess of 15% of Consolidated Total Assets as at the Closing Date plus an amount\nequal to 15% of assets acquired following the Closing Date.\n\n 8.5. Consolidation or Merger. Merge or consolidate with another Person\nunless (i) in the case of a merger or consolidation of the Borrower, the\nBorrower is the continuing or surviving entity, (ii) in the case of a merger or\nconsolidation involving a Consolidated Entity, the continuing or surviving\nentity is majority-owned by the Borrower (with such majority ownership\nconstituting a controlling interest), and (iii) before and after giving effect\nto the proposed merger or consolidation, no Default or Event of Default shall\nexist.\n\n 8.6. Liens. Incur, create, assume or permit to exist any Lien upon any of\nits accounts receivable, contract rights, chattel paper, inventory, equipment,\ninstruments, general intangibles or other personal or real property of any\ncharacter, whether now owned or hereafter acquired, other than (i) Liens that\nconstitute Permitted Encumbrances, and (ii) Liens on assets which at no time\nhave a book value of greater than 5% of Consolidated Total Assets.\n\n 8.7. Dividends and Distributions. Permit any Consolidated Entity to be or\nbecome subject to any restrictions on the ability of such Consolidated Entity to\npay dividends or to make partnership distributions other than as required by\nthis Agreement or restrictions imposed by applicable law.\n\n 8.8. Acquisitions. Enter into any agreement to acquire any Person or\nFacility unless (i) the Person or Facility to be acquired is in substantially\nthe same line of business presently engaged in by the Borrower or its\nConsolidated Entities, and (ii) if the Cost of Acquisition exceeds $150,000,000\nthe Borrower shall have furnished to the Agent (A) pro forma historical\nfinancial statements as of the end of the most recently completed Fiscal Year of\nthe Borrower and most recent interim fiscal quarter, if applicable, giving\neffect to such Acquisition and (B) a Compliance Certificate prepared on an\nhistorical pro forma basis giving effect to such Acquisition, which certificate\nshall demonstrate that no Default or Event of Default would exist immediately\nafter giving effect thereto.\n\n 8.9. Restricted Payments. Make any Restricted Payment or apply or set apart\nany of their assets therefor or agree to do any of the foregoing; provided,\nhowever, the Borrower may make the Restricted Payments in any Fiscal Year (on a\nnon-cumulative basis, with the effect that amounts not paid in any Fiscal Year\nmay not be carried over for payment in a subsequent period) if immediately prior\nand immediately after giving effect thereto no Default or Event of Default shall\nexist or occur and be continuing.\n\n 8.10. Compliance with ERISA. With respect to any Pension Plan, Employee\nBenefit Plan or Multiemployer Plan:\n\n (a) permit the occurrence of any Termination Event which would result\n in a liability on the part of the Borrower or any ERISA Affiliate to the\n PBGC which liability would have a Material Adverse Effect; or\n\n\n\n 66\n\n\n\n\n\n (b) permit the present value of all benefit liabilities under all\n Pension Plans to exceed the current value of the assets of such Pension\n Plans allocable to such benefit liabilities; or\n\n (c) permit any accumulated funding deficiency (as defined in Section\n 302 of ERISA and Section 412 of the Code) with respect to any Pension Plan,\n whether or not waived; or\n\n (d) fail to make any contribution or payment to any Multiemployer Plan\n which the Borrower or any ERISA Affiliate may be required to make under any\n agreement relating to such Multiemployer Plan, or any law pertaining\n thereto; or\n\n (e) engage, or permit any Subsidiary or any ERISA Affiliate to engage,\n in any prohibited transaction under Section 406 of ERISA or Section 4975 of\n the Code for which a civil penalty pursuant to Section 502(I) of ERISA or a\n tax pursuant to Section 4975 of the Code may be imposed; or\n\n (f) permit the establishment of any Employee Benefit Plan providing\n post-retirement welfare benefits or establish or amend any Employee Benefit\n Plan which establishment or amendment could result in liability to the\n Borrower or any ERISA Affiliate or increase the obligation of the Borrower\n or any ERISA Affiliate to a Multiemployer Plan which liability or increase,\n individually or together with all similar liabilities and increases, is in\n excess of $5,000,000; or\n\n (g) fail, or permit any Subsidiary or any ERISA Affiliate to fail, to\n establish, maintain and operate each Employee Benefit Plan in compliance in\n all material respects with the provisions of ERISA, the Code, all\n applicable Foreign Benefit Laws and all other applicable laws and the\n regulations and interpretations thereof.\n\n 8.11. Fiscal Year. Change its Fiscal Year (other than a change to conform\nthe fiscal year of a Consolidated Entity to that of the Borrower).\n\n 8.12. Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or\ninvoluntarily) or commence or suffer any proceedings seeking any such winding\nup, liquidation or dissolution, except in connection with a merger or\nconsolidation permitted pursuant to Section 8.5 or where the liquidation or\ndissolution of a Consolidated Entity occurs in the ordinary course of business\nand does not have a Material Adverse Effect.\n\n 8.13. Transactions with Affiliates. Other than transactions permitted under\nSections 8.2 and 8.5, enter into any transaction after the Closing Date,\nincluding, without limitation, the purchase, sale, lease or exchange of\nproperty, real or personal, or the rendering of any service, with any Affiliate\nof the Borrower, except (a) that such Persons may render services to the\nBorrower for compensation at the same rates generally paid by Persons engaged in\nthe same or similar businesses for the same or similar services, (b) that the\nBorrower may render services to such Persons for compensation at the same rates\ngenerally charged by the Borrower and (c) in either case in the ordinary course\nof business and pursuant to the reasonable requirements of the\n\n\n\n 67\n\n\n\n\n\nBorrower's business consistent with past practice of the Borrower and upon fair\nand reasonable terms no less favorable to the Borrower than would be obtained in\na comparable arm's-length transaction with a Person not an Affiliate;\n\n\n\n\n\n\n 68\n\n\n\n\n\n ARTICLE IX\n\n Events of Default and Acceleration\n\n 9.1. Events of Default. If any one or more of the following events (herein\ncalled \"Events of Default\") shall occur for any reason whatsoever (and whether\nsuch occurrence shall be voluntary or involuntary or come about or be effected\nby operation of law or pursuant to or in compliance with any judgment, decree or\norder of any court or any order, rule or regulation of any Governmental\nAuthority), that is to say:\n\n (a) the Borrower shall fail to pay (i) when due any principal payable\n under the terms of any Note or any Reimbursement Obligation or (ii) not\n later than five Business Days of the date when due any interest or fees\n payable under the terms of any Note or any other amount payable under this\n Agreement or any other of the other Obligations or any other amount owed to\n the Agent or any of the Lenders under or in connection with the Loan\n Documents; or\n\n (b) The Borrower or any Material Group shall default in the\n performance or observance of any other provision of this Agreement (other\n than the provisions of Article VII and Article VIII), except as covered by\n clause (a) above, and shall not cure such default within thirty days after\n the first to occur of (i) the date the Agent or any Lender gives written or\n telephonic notice of such default to the Borrower or (ii) the date the\n Borrower otherwise has notice thereof; or\n\n (c) the Borrower or any Material Group shall default in the observance\n or performance of any provision in Article VII or Article VIII; or\n\n (d) the Agent shall reasonably determine that any statement,\n certification, representation or warranty contained herein, or in any of\n the other Loan Documents or in any report, financial statement, certificate\n or other instrument delivered to the Agent or any Lender by or on behalf of\n the Borrower or any Consolidated Entity, was misleading or untrue in any\n material respect at the time it was made or deemed made; or\n\n (e) default shall be made (i) in the payment of any Indebtedness\n exceeding $5,000,000 (other than the Obligations) of the Borrower or any\n Consolidated Entity when due or (ii) in the performance, observance or\n fulfillment of any term or covenant contained in any agreement or\n instrument under or pursuant to which any such Indebtedness may have been\n issued, created, assumed, guaranteed or secured by Borrower or any\n Consolidated Entity, if the effect of such default in the performance,\n observance or fulfillment is to accelerate the maturity of such\n Indebtedness or to permit the holder thereof to cause such Indebtedness to\n become due prior to its stated maturity, and such default shall not be\n cured within 10 days after the occurrence of such default, and the amount\n of the Indebtedness involved exceeds $5,000,000; or\n\n (f) the Borrower or any Material Group shall fail to pay or admit in\n writing its inability to pay its or their debts generally as they come due,\n or a receiver, trustee,\n\n\n\n 69\n\n\n\n\n\n liquidator or other custodian shall be appointed for the Borrower or any\n Material Group or for any of the property of the Borrower or any Material\n Group or a petition in bankruptcy, or under any insolvency law, shall be\n filed by or against the Borrower or any Material Group or the Borrower or\n any Material Group shall apply for the benefit of, or take advantage of,\n any law for relief of debtors, or enter into an arrangement or composition\n with, or make an assignment for the benefit of, creditors; or\n\n (g) final judgment for the payment of money in excess of any aggregate\n of $500,000 shall be rendered against the Borrower or any Material Group,\n and the same shall remain undischarged for a period of 30 days during which\n execution shall not be effectively stayed; or\n\n (h) an event of default, as therein defined, shall occur under any\n other Loan Document; or\n\n (i) any of the Notes or LC Account Agreement shall be deemed\n unenforceable by a court of competent jurisdiction or shall no longer be\n effective; or\n\n (j) the Borrower or any Consolidated Entity shall, other than in the\n ordinary course of business (as determined by past practices), suspend all\n or any part of its operations material to the conduct of the business of\n the Borrower and its Consolidated Entities, taken as a whole, for a period\n of more than 60 days;\n\n (k) the Borrower or any Consolidated Entity shall breach any of the\n material terms or conditions of any agreement under which any Rate Hedging\n Obligations are created and such breach shall continue beyond any grace\n period, if any, relating thereto pursuant to the terms of such agreement,\n or the Borrower or any Consolidated Entity shall disaffirm or seek to\n disaffirm any such agreement or any of its obligations thereunder;\n\n (l) there shall occur (i) any cancellation, revocation, suspension or\n termination of any Medicare Certification, Medicare Provider Agreement,\n Medicaid Certification or Medicaid Provider Agreement affecting the\n Borrower, any Subsidiary or any Contract Provider, or (ii) the loss of any\n other permits, licenses, authorizations, certifications or approvals from\n any federal, state or local Governmental Authority or termination of any\n contract with any such authority, in either case which cancellation,\n revocation, suspension, termination or loss (X) in the case of any\n suspension or temporary loss only, continues for a period greater than 60\n days and (Y) results in the suspension or termination of operations of the\n Borrower or any Subsidiary or in the failure of the Borrower or any\n Subsidiaries or any Contract Provider to be eligible to participate in\n Medicare or Medicaid programs or to accept assignments of rights to\n reimbursement under Medicaid Regulations or Medicare Regulations, if and\n only if such Person, in the ordinary course of business, participates in\n the Medicare or Medicare programs or accepts assignments of rights to\n reimbursement thereunder; provided that any such events described in this\n Section 9.1(l) shall constitute an Event of Default only if such event\n shall result either singly or in the aggregate in the termination,\n cancellation, suspension or material impairment of operations\n\n\n\n 70\n\n\n\n\n\n or rights to reimbursement which produce 5% or more of the Borrower's gross\n revenues (on an annualized basis); or\n\n (m) there shall occur a Change of Control;\n\nthen, and in any such event and at any time thereafter, if such Event of Default\nor any other Event of Default shall then be continuing and shall have not been\nwaived,\n\n (A) either or both of the following actions may be taken: (i) the\n Agent, with the consent of the Required Lenders, may, and at the direction\n of the Required Lenders shall, declare any obligation of the Lenders and\n the Issuing Bank to make further Loans or to issue additional Letters of\n Credit terminated, whereupon the obligation of each Lender to make further\n Loans and of the Issuing Bank to issue additional Letters of Credit\n hereunder shall terminate immediately, and (ii) the Agent shall at the\n direction of the Required Lenders, at their option, declare by notice to\n the Borrower any or all of the Obligations to be immediately due and\n payable, and the same, including all interest accrued thereon and all other\n obligations of the Borrower to the Agent and the Lenders, shall forthwith\n become immediately due and payable without presentment, demand, protest,\n notice or other formality of any kind, all of which are hereby expressly\n waived, anything contained herein or in any instrument evidencing the\n Obligations to the contrary notwithstanding; provided, however, that\n notwithstanding the above, if there shall occur an Event of Default under\n clause (f) above, then the obligation of the Lenders to make Loans and of\n the Issuing Bank to issue Letters of Credit hereunder shall automatically\n terminate and any and all of the Obligations shall be immediately due and\n payable without the necessity of any action by the Agent or the Required\n Lenders or notice to the Agent or the Lenders; and\n\n (B) the Borrower shall, upon demand of the Agent or the Required\n Lenders, deposit cash with the Agent in an amount equal to the aggregate\n amount remaining undrawn under all outstanding Letters of Credit, as\n collateral security for the repayment of any future drawings or payments\n under such Letters of Credit, and such amounts shall be held by the Agent\n pursuant to the terms of the LC Account Agreement; and\n\n (C) the Agent and each of the Lenders shall have all of the rights and\n remedies available under the Loan Documents or under any applicable law.\n\n 9.2. Agent to Act. In case any one or more Events of Default shall occur\nand be continuing and not have been waived, the Agent may, and at the direction\nof the Required Lenders shall, proceed to protect and enforce their rights or\nremedies either by suit in equity or by action at law, or both, whether for the\nspecific performance of any covenant, agreement or other provision contained\nherein or in any other Loan Document, or to enforce the payment of the\nObligations or any other legal or equitable right or remedy.\n\n 9.3. Cumulative Rights. No right or remedy herein conferred upon the\nLenders or the Agent is intended to be exclusive of any other rights or remedies\ncontained herein or in any other Loan Document, and every such right or remedy\nshall be cumulative and shall be in addition to\n\n\n\n 71\n\n\n\n\n\nevery other such right or remedy contained herein and therein or now or\nhereafter existing at law or in equity or by statute, or otherwise.\n\n 9.4. No Waiver. No course of dealing between the Borrower and any Lender or\nthe Agent or any failure or delay on the part of any Lender or the Agent in\nexercising any rights or remedies under any Loan Document or otherwise available\nto it shall operate as a waiver of any rights or remedies and no single or\npartial exercise of any rights or remedies shall operate as a waiver or preclude\nthe exercise of any other rights or remedies hereunder or of the same right or\nremedy on a future occasion.\n\n 9.5. Allocation of Proceeds. If an Event of Default has occurred and not\nbeen waived, and the maturity of the Notes has been accelerated pursuant to this\nArticle IX, all payments received by the Agent hereunder, in respect of any\nprincipal of or interest on the Obligations or any other amounts payable by the\nBorrower hereunder, shall be applied by the Agent in the following order:\n\n (i) amounts due to the Lenders pursuant to Section 2.10 or Section\n 11.6;\n\n (ii) amounts due to the Agent and the Issuing Bank pursuant to Section\n 10.8, Section 3.3 and Section 3.4;\n\n (iii) payments of interest, to be applied pro rata based on the\n proportion which the principal amount of outstanding Loans and\n Reimbursement Obligations of each Lender bears to the total of all\n outstanding Loans and Reimbursement Obligations;\n\n (iv) payments of principal, to be applied pro rata based on the\n proportion which the principal amount of outstanding Loans and\n Reimbursement Obligations of each Lender bears to the total of all\n outstanding Loans and Reimbursement Obligations;\n\n (v) payment of cash amounts to the Agent pursuant to Section 9.1(B);\n\n (vi) payments of all other amounts due under this Agreement, if any,\n to be applied in accordance with each Lender's pro rata share of all such\n other amounts due to the Lenders; and\n\n (vii) any surplus remaining after application as provided for herein,\n to the Borrower or otherwise as may be required by applicable law.\n\n\n\n 72\n\n\n\n\n\n ARTICLE X\n\n The Agent\n\n 10.1. Appointment, Powers, and Immunities. Each Lender hereby irrevocably\nappoints and authorizes the Agent to act as its agent under this Agreement and\nthe other Loan Documents with such powers and discretion as are specifically\ndelegated to the Agent by the terms of this Agreement and the other Loan\nDocuments, together with such other powers as are reasonably incidental thereto.\nThe Agent (which term as used in this sentence and in Section 10.5 and the first\nsentence of Section 10.6 hereof shall include its affiliates and its own and its\naffiliates' officers, directors, employees, and agents): (a) shall not have any\nduties or responsibilities except those expressly set forth in this Agreement\nand shall not be a trustee or fiduciary for any Lender; (b) shall not be\nresponsible to the Lenders for any recital, statement, representation, or\nwarranty (whether written or oral) made in or in connection with any Loan\nDocument or any certificate or other document referred to or provided for in, or\nreceived by any of them under, any Loan Document, or for the value, validity,\neffectiveness, genuineness, enforceability, or sufficiency of any Loan Document,\nor any other document referred to or provided for therein or for any failure by\nany Person to perform any of its obligations thereunder; (c) shall not be\nresponsible for or have any duty to ascertain, inquire into, or verify the\nperformance or observance of any covenants or agreements by any Person or the\nsatisfaction of any condition or to inspect the property (including the books\nand records) of any Person; (d) shall not be required to initiate or conduct any\nlitigation or collection proceedings under any Loan Document; and (e) shall not\nbe responsible for any action taken or omitted to be taken by it under or in\nconnection with any Loan Document, except for its own negligence or willful\nmisconduct. The Agent may employ agents and attorneys-in-fact and shall not be\nresponsible for the negligence or misconduct of any such agents or\nattorneys-in-fact selected by it with reasonable care. The Co-Arrangers and\nSyndication Agents shall have no responsibilities under this Agreement other\nthan as a Lender.\n\n 10.2. Reliance by Agent. The Agent shall be entitled to rely upon any\ncertification, notice, instrument, writing, or other communication (including,\nwithout limitation, any thereof by telephone or telefacsimile) believed by it to\nbe genuine and correct and to have been signed, sent or made by or on behalf of\nthe proper Person or Persons, and upon advice and statements of legal counsel,\nindependent accountants, and other experts selected by the Agent. The Agent may\ndeem and treat the payee of any Note as the holder thereof for all purposes\nhereof unless and until the Agent receives and accepts an Assignment and\nAcceptance executed in accordance with Section 11.1 hereof. As to any matters\nnot expressly provided for by this Agreement, the Agent shall not be required to\nexercise any discretion or take any action, but shall be required to act or to\nrefrain from acting (and shall be fully protected in so acting or refraining\nfrom acting) upon the instructions of the Required Lenders, and such\ninstructions shall be binding on all of the Lenders; provided, however, that the\nAgent shall not be required to take any action that exposes the Agent to\npersonal liability or that is contrary to any Loan Document or applicable law or\nunless it shall first be indemnified to its satisfaction by the Lenders against\nany and all liability and expense which may be incurred by it by reason of\ntaking any such action.\n\n 10.3. Defaults. The Agent shall not be deemed to have knowledge or notice\nof the occurrence of a Default or Event of Default unless the Agent has received\nwritten notice from\n\n\n\n 73\n\n\n\n\n\n\na Lender or the Borrower specifying such Default or Event of Default and stating\nthat such notice is a \"Notice of Default\". In the event that the Agent receives\nsuch a notice of the occurrence of a Default or Event of Default, the Agent\nshall give prompt notice thereof to the Lenders. The Agent shall (subject to\nSection 10.2 hereof) take such action with respect to such Default or Event of\nDefault as shall reasonably be directed by the Required Lenders, provided that,\nunless and until the Agent shall have received such directions, the Agent may\n(but shall not be obligated to) take such action, or refrain from taking such\naction, with respect to such Default or Event of Default as it shall deem\nadvisable in the best interest of the Lenders.\n\n 10.4. Rights as Lender. With respect to its Revolving Credit Commitment and\nthe Loans made by it, NationsBank (and any successor acting as Agent) in its\ncapacity as a Lender hereunder shall have the same rights and powers hereunder\nas any other Lender and may exercise the same as though it were not acting as\nthe Agent, and the term \"Lender\" or \"Lenders\" shall, unless the context\notherwise indicates, include the Agent in its individual capacity. NationsBank\n(and any successor acting as Agent) and its affiliates may (without having to\naccount therefor to any Lender) accept deposits from, lend money to, make\ninvestments in, provide services to, and generally engage in any kind of\nlending, trust, or other business with the Borrower or any of its Subsidiaries\nor affiliates as if it were not acting as Agent, and NationsBank (and any\nsuccessor acting as Agent) and its affiliates may accept fees and other\nconsideration from the Borrower or any of its Subsidiaries or affiliates for\nservices in connection with this Agreement or otherwise without having to\naccount for the same to the Lenders.\n\n 10.5. Indemnification. The Lenders agree to indemnify the Agent (to the\nextent not reimbursed under Section 11.12 hereof, but without limiting the\nobligations of the Borrower under such Section) ratably in accordance with their\nrespective Revolving Credit Commitments, for any and all liabilities,\nobligations, losses, damages, penalties, actions, judgments, suits, reasonable\ncosts and expenses (including attorneys' fees), or disbursements of any kind and\nnature whatsoever that may be imposed on, incurred by or asserted against the\nAgent (including by any Lender) in any way relating to or arising out of any\nLoan Document or the transactions contemplated thereby or any action taken or\nomitted by the Agent under any Loan Document; provided that no Lender shall be\nliable for any of the foregoing to the extent they arise from the gross\nnegligence or willful misconduct of the Person to be indemnified. Without\nlimitation of the foregoing, each Lender agrees to reimburse the Agent promptly\nupon demand for its ratable share of any costs or expenses payable by the\nBorrower under Section 11.6, to the extent that the Agent is not promptly\nreimbursed for such costs and expenses by the Borrower. The agreements contained\nin this Section shall survive payment in full of the Loans and all other amounts\npayable under this Agreement.\n\n 10.6.Non-Reliance on Agent and Other Lenders. Each Lender agrees that it\nhas, independently and without reliance on the Agent or any other Lender, and\nbased on such documents and information as it has deemed appropriate, made its\nown credit analysis of the Borrower and its Subsidiaries and decision to enter\ninto this Agreement and that it will, independently and without reliance upon\nthe Agent or any other Lender, and based on such documents and information as it\nshall deem appropriate at the time, continue to make its own analysis and\ndecisions in taking or not taking action under the Loan Documents. Except for\nnotices, reports, and other documents and information expressly required to be\nfurnished to the\n\n\n\n 74\n\n\n\n\n\nLenders by the Agent hereunder, the Agent shall not have any duty or\nresponsibility to provide any Lender with any credit or other information\nconcerning the affairs, financial condition, or business of the Borrower or any\nof its Subsidiaries or affiliates that may come into the possession of the Agent\nor any of its affiliates.\n\n 10.7. Resignation of Agent. The Agent may resign at any time by giving\nnotice thereof to the Lenders and the Borrower. Upon any such resignation, the\nRequired Lenders shall have the right to appoint a successor Agent subject to\nthe approval of the Borrower so long as no Default or Event of Default shall\nhave occurred and be continuing, such approval not to be unreasonably withheld.\nIf no successor Agent shall have been so appointed by the Required Lenders and\nshall have accepted such appointment within thirty (30) days after the retiring\nAgent's giving of notice of resignation, then the retiring Agent may, on behalf\nof the Lenders, appoint a successor Agent which shall be a commercial bank\norganized under the laws of the United States of America having combined capital\nand surplus of at least $100,000,000. Upon the acceptance of any appointment as\nAgent hereunder by a successor, such successor shall thereupon succeed to and\nbecome vested with all the rights, powers, discretion, privileges, and duties of\nthe retiring Agent, and the retiring Agent shall be discharged from its duties\nand obligations hereunder. After any retiring Agent's resignation hereunder as\nAgent, the provisions of this Article X shall continue in effect for its benefit\nin respect of any actions taken or omitted to be taken by it while it was acting\nas Agent.\n\n 10.8. Fees. The Borrower agrees to pay to the Agent, for its individual\naccount, an annual Administrative Agent's fee as from time to time agreed to by\nthe Borrower and Agent in writing.\n\n\n\n\n\n\n 75\n\n\n\n\n\n ARTICLE XI\n\n Miscellaneous\n\n 11.1. Assignments and Participations. (a) Each Lender may assign to one or\nmore Eligible Assignees all or a portion of its rights and obligations under\nthis Agreement (including, without limitation, all or a portion of its Loans,\nits Note, and its Revolving Credit Commitment); provided, however, that\n\n (i) each such assignment shall be to an Eligible Assignee;\n\n (ii) except in the case of an assignment to another Lender or an\nassignment of all of a Lender's rights and obligations under this Agreement, any\nsuch partial assignment shall be in an amount at least equal to $5,000,000 or an\nintegral multiple of $1,000,000 in excess thereof;\n\n (iii) each such assignment by a Lender shall be of a constant, and not\nvarying, percentage of all of its rights and obligations under this Agreement\nand the Note; and\n\n (iv) the parties to such assignment shall execute and deliver to the\nAgent for its acceptance an Assignment and Acceptance in the form of Exhibit B\nhereto, together with any Note subject to such assignment and a processing fee\nof $3,000.\n\nUpon execution, delivery, and acceptance of such Assignment and Acceptance, the\nassignee thereunder shall be a party hereto and, to the extent of such\nassignment, have the obligations, rights, and benefits of a Lender hereunder and\nthe assigning Lender shall, to the extent of such assignment, relinquish its\nrights and be released from its obligations under this Agreement. Upon the\nconsummation of any assignment pursuant to this Section, the assignor, the Agent\nand the Borrower shall make appropriate arrangements so that, if required, new\nNotes are issued to the assignor and the assignee. If the assignee is not\nincorporated under the laws of the United States of America or a state thereof,\nit shall deliver to the Borrower and the Agent certification as to exemption\nfrom deduction or withholding of Taxes in accordance with Section 4.6.\n\n (b) The Agent shall maintain at its address referred to in Section 11.2 a\ncopy of each Assignment and Acceptance delivered to and accepted by it and a\nregister for the recordation of the names and addresses of the Lenders and the\nRevolving Credit Commitment of, and principal amount of the Loans owing to, each\nLender from time to time (the \"Register\"). The entries in the Register shall be\nconclusive and binding for all purposes, absent manifest error, and the\nBorrower, the Agent and the Lenders may treat each Person whose name is recorded\nin the Register as a Lender hereunder for all purposes of this Agreement. The\nRegister shall be available for inspection by the Borrower or any Lender at any\nreasonable time and from time to time upon reasonable prior notice.\n\n (c) Upon its receipt of an Assignment and Acceptance executed by the\nparties thereto, together with any Note subject to such assignment and payment\nof the processing fee, the Agent shall, if such Assignment and Acceptance has\nbeen completed and is in substantially the form\n\n\n\n 76\n\n\n\n\n\nof Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the\ninformation contained therein in the Register and (iii) give prompt notice\nthereof to the parties thereto.\n\n (d) Each Lender may sell participations to one or more Persons in all or a\nportion of its rights, obligations or rights and obligations under this\nAgreement (including all or a portion of its Revolving Credit Commitment or its\nLoans); provided, however, that (i) any such participation in a Revolving Credit\nCommitment, but not its Loans, shall be in an amount at least equal to\n$5,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) such\nLender's obligations under this Agreement shall remain unchanged, (iii) such\nLender shall remain solely responsible to the other parties hereto for the\nperformance of such obligations, (iv) the participant shall be entitled to the\nbenefit of the yield protection provisions contained in Article IV and the right\nof set-off contained in Section 11.4, and (v) the Borrower shall continue to\ndeal solely and directly with such Lender in connection with such Lender's\nrights and obligations under this Agreement, and such Lender shall retain the\nsole right to enforce the obligations of the Borrower relating to its Loans and\nits Note and to approve any amendment, modification, or waiver of any provision\nof this Agreement (other than amendments, modifications, or waivers decreasing\nthe amount of principal of or the rate at which interest is payable on such\nLoans or Note, extending any scheduled principal payment date or date fixed for\nthe payment of interest on such Loans or Note, or extending its Revolving Credit\nCommitment).\n\n (e) Notwithstanding any other provision set forth in this Agreement, any\nLender may at any time assign and pledge all or any portion of its Loans and its\nNote to any Federal Reserve Bank as collateral security pursuant to Regulation A\nand any Operating Circular issued by such Federal Reserve Bank. No such\nassignment shall release the assigning Lender from its obligations hereunder.\n\n (f) Any Lender may furnish any information concerning the Borrower or any\nof its Subsidiaries in the possession of such Lender from time to time to\nassignees and participants (including prospective assignees and participants);\nprovided, however that such Lender shall (a) take reasonable and customary\nmeasures to safeguard the confidentiality of non-public information, (b) advise\nsuch assignees or participants of the confidentiality of such non-public\ninformation and (c) obtain the agreement of such assignees or participants to\nmaintain the confidentiality thereof.\n\n 11.2. Notices. Any notice shall be conclusively deemed to have been\nreceived by any party hereto and be effective (i) on the day on which delivered\n(including hand delivery by commercial courier service) to such party (against\nreceipt therefor), (ii) on the date of receipt at such address, telefacsimile\nnumber or telex number as may from time to time be specified by such party in\nwritten notice to the other parties hereto or otherwise received), in the case\nof notice by telegram, telefacsimile or telex, respectively (where the receipt\nof such message is verified by return), or (iii) on the fifth Business Day after\nthe day on which mailed, if sent prepaid by certified or registered mail, return\nreceipt requested, in each case delivered, transmitted or mailed, as the case\nmay be, to the address, telex number or telefacsimile number, as appropriate,\nset forth below or such other address or number as such party shall specify by\nnotice hereunder:\n\n\n\n 77\n\n\n\n\n\n (a) if to the Borrower:\n\n Michael D. Martin, Executive Vice President, Chief\n Financial Officer and Treasurer\n\n HEALTHSOUTH Corporation\n One HealthSouth Parkway\n Birmingham, Alabama 35243\n\n with a copy to:\n\n William W. Horton\n HEALTHSOUTH Corporation\n One HealthSouth Parkway\n Birmingham, Alabama 35243\n\n (b) if to the Agent at:\n\n One Independence Center, 15th Floor\n 101 North Tryon Street\n Charlotte, North Carolina 28255\n Attention: Agency Services\n Reference: HEALTHSOUTH Corporation\n\n (c) if to the Lenders:\n\n At the addresses set forth on the signature pages hereof and on\n the signature page of each Assignment and Acceptance.\n\n 11.3. No Waiver. No failure or delay on the part of the Agent, any Lender\nor the Borrower in the exercise of any right, power or privilege hereunder shall\noperate as a waiver of any such right, power or privilege nor shall any such\nfailure or delay preclude any other or further exercise thereof. The rights and\nremedies herein provided are cumulative and not exclusive of any rights or\nremedies provided by law.\n\n 11.4. Rights of Setoff; Adjustments. (a) The Borrower agrees that the Agent\nand each Lender shall have a Lien for all the Obligations of the Borrower upon\nall deposits or deposit accounts, of any kind, or any interest in any deposits\nor deposit accounts thereof, now or hereafter pledged, mortgaged, transferred or\nassigned to the Agent or such Lender or otherwise in the possession or control\nof the Agent or such Lender (other than for safekeeping) for any purpose for the\naccount or benefit of the Borrower and including any balance of any deposit\naccount or of any credit of the Borrower with the Agent or such Lender, whether\nnow existing or hereafter established, hereby authorizing the Agent and each\nLender at any time or times from and after the occurrence of a Default or an\nEvent of Default with or without prior notice to set off against and apply such\nbalances or any part thereof to such of the Obligations of the Borrower to the\nLenders then past due and in such amounts as they may elect, and whether or not\nthe collateral or the responsibility of other Person primarily, secondarily or\notherwise liable may be\n\n\n\n 78\n\n\n\n\n\ndeemed adequate. For the purposes of this paragraph, all remittances and\nproperty shall be deemed to be in the possession of the Agent or such Lender as\nsoon as the same may be put in transit to it by mail or carrier or by other\nbailee.\n\n (b) If any Lender (a \"benefited Lender\") shall at any time receive any\npayment of all or part of the Loans owing to it, or interest thereon, or receive\nany collateral in respect thereof (whether voluntarily or involuntarily, by\nset-off, or otherwise), in a greater proportion than any such payment to or\ncollateral received by any other Lender, if any, in respect of such other\nLender's Loans owing to it, or interest thereon, such benefitted Lender shall\npurchase for cash from the other Lenders a participating interest in such\nportion of each such other Lender's Loans owing to it, or shall provide such\nother Lenders with the benefits of any such collateral, or the proceeds thereof,\nas shall be necessary to cause such benefitted Lender to share the excess\npayment or benefits of such collateral or proceeds ratably with each of the\nLenders; provided, however, that if all or any portion of such excess payment or\nbenefits is thereafter recovered from such benefitted Lender, such purchase\nshall be rescinded, and the purchase price and benefits returned, to the extent\nof such recovery, but without interest. The Borrower agrees that any Lender so\npurchasing a participation from a Lender pursuant to this Section 11.4 may, to\nthe fullest extent permitted by law, exercise all of its rights of payment\n(including the right of set-off) with respect to such participation as fully as\nif such Person were the direct creditor of the Borrower in the amount of such\nparticipation.\n\n 11.5. Survival. All covenants, agreements, representations and warranties\nmade herein shall survive the making by the Lenders of the Loans and the\nissuance of the Letters of Credit and the execution and delivery to the Lenders\nof this Agreement and the Notes and shall continue in full force and effect so\nlong as any of Obligations remain outstanding or any Lender has any commitment\nhereunder or the Borrower has continuing obligations hereunder unless otherwise\nprovided herein. Whenever in this Agreement any of the parties hereto is\nreferred to, such reference shall be deemed to include the successors and\npermitted assigns of such party and all covenants, provisions and agreements by\nor on behalf of the Borrower which are contained in the Loan Documents shall\ninure to the benefit of the successors and permitted assigns of the Lenders or\nany of them.\n\n 11.6. Expenses. The Borrower agrees (a) to pay or reimburse the Agent for\nall its reasonable and customary out-of-pocket costs and expenses incurred in\nconnection with the preparation, negotiation and execution of, and any\namendment, supplement or modification to, this Agreement or any of the other\nLoan Documents, and the consummation of the transactions contemplated hereby and\nthereby, including, without limitation, the reasonable and customary fees and\ndisbursements of counsel to the Agent, (b) to pay or reimburse the Agent and,\nafter an Event of Default, each Lender for all their reasonable costs and\nexpenses incurred in connection with the enforcement or preservation of any\nrights under this Agreement, including without limitation, the reasonable fees\nand disbursements of their counsel, (c) to pay, indemnify and hold harmless the\nAgent and each Lender from any and all recording and filing fees and any and all\nliabilities with respect to, or resulting from any failure of Borrower to pay or\ndelay of Borrower in paying, documentary, stamp, excise, withholding and other\nsimilar taxes, if any, which may be payable or determined to be payable in\nconnection with the execution and delivery of, or consummation of any amendment,\nsupplement or modification of, or any waiver or consent under or in respect\n\n\n\n 79\n\n\n\n\n\nof, this Agreement, and (d) from and after the occurrence of any Event of\nDefault to pay, and indemnify and hold harmless the Agent and each Lender from\nand against, any and all other liabilities, obligations, losses, damages,\npenalties, actions, judgments, suits, costs, expenses or disbursements of any\nkind or nature whatsoever with respect to the execution, delivery, enforcement,\nperformance and administration of this Agreement or in any respect relating to\nthe transactions contemplated hereby or thereby, (all the foregoing,\ncollectively, the \"indemnified liabilities\"); provided, however, that the\nBorrower shall have no obligation hereunder with respect to indemnified\nliabilities arising from (i) the willful misconduct or negligence of the party\nseeking indemnification, (ii) legal proceedings commenced against the Agent or\nany Lender by any security holder or creditor thereof arising out of and based\nupon rights afforded any such security holder or creditor solely in its capacity\nas such, (iii) any taxes imposed upon the Agent or any Lender other than the\ndocumentary, stamp, excise, withholding and similar taxes described in clause\n(c) above or any tax resulting from any change described in Section 4.1, which\ntax would be payable to Lenders by Borrower pursuant to Article IV, (iv) taxes\nimposed as a result of a transfer or assignment of any Note, participation or\nassignment of a portion of its rights, (v) any taxes imposed upon any transferee\nof any Note, or (vi) by reason of the failure of the Agent or any Lender to\nperform its or their obligations under this Agreement. The agreements in this\nsubsection shall survive the Revolving Credit Termination Date.\n\n 11.7. Amendments and Waivers. Any provision of this Agreement or any other\nLoan Document may be amended or waived if, but only if, such amendment or waiver\nis in writing and is signed by the Borrower and the Required Lenders (and, if\nArticle X or the rights or duties of the Agent are affected thereby, by the\nAgent); provided that no such amendment or waiver shall, unless signed by all\nthe Lenders, (i) increase the Revolving Credit Commitments or the Letter of\nCredit Commitment of the Lenders, (ii) reduce the principal of or rate of\ninterest on any Loan or any fees or other amounts payable hereunder, (iii)\npostpone any date fixed for the payment of any scheduled installment of\nprincipal of or interest on any Loan or any fees or other amounts payable\nhereunder or for termination of any Revolving Credit Commitment, (iv) change the\npercentage of the Revolving Credit Commitments or of the unpaid principal amount\nof the Notes, or the percentage of Lenders that constitute Required Lenders or\n(v) amend the definition of \"Required Lenders\" or amend Section 11.15.\n\n 11.8. Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which when so executed and delivered shall be deemed an\noriginal, and it shall not be necessary in making proof of this Agreement to\nproduce or account for more than one such fully- executed counterpart.\n\n 11.9. Waivers by Borrower. IN ANY LITIGATION IN ANY COURT WITH RESPECT TO,\nIN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE LOANS, ANY OF THE\nNOTES, ANY OF THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, OR ANY INSTRUMENT OR\nDOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION,\nINTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE\nHOWSOEVER ARISING BETWEEN THE BORROWER AND THE LENDERS OR THE AGENT, THE\nBORROWER AND EACH LENDER AND THE AGENT HEREBY WAIVE, TO THE EXTENT PERMITTED BY\nLAW, TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.\n\n\n\n 80\n\n\n\n\n\n The Borrower, the Agent and the Lenders believe that, inasmuch as this\nAgreement and the transactions contemplated hereby have been entered into and\nconsummated outside the State of Alabama, such transactions constitute\ntransactions in interstate commerce, so that neither the Agent nor any of the\nLenders is required, solely by entering into this Agreement and consummating the\ntransactions contemplated hereby, to qualify to do business as a foreign\ncorporation within the State of Alabama. Notwithstanding the foregoing, however,\nthe Borrower hereby irrevocably waives all rights that it may have to raise, in\nany action brought by any of the Lenders or the Agent to enforce the rights of\nthe Lenders and the Agent hereunder or under any of the other Loan Documents, or\nthe obligations of the Borrower hereunder or thereunder, any defense which is\nbased upon the failure of any of the Lenders or the Agent to qualify to do\nbusiness as a foreign corporation in the State of Alabama, including, but not\nlimited to, any defenses based upon ss. 232 of the Alabama Constitution of 1901,\nss. 10-2B-15.01 of the Code of Alabama (1975) or ss. 40-14-4 of the Code of\nAlabama (1975), or any successor provision to any thereof. The foregoing waiver\nis made knowingly and voluntarily and is a material inducement for the Agent and\nthe Lenders to enter into the transactions contemplated by this Agreement or any\nof the other Loan Documents.\n\n 11.10. Termination. The termination of this Agreement shall not affect any\nrights of the Borrower, the Lenders or the Agent or any obligation of the\nBorrower, the Lenders or the Agent, arising prior to the effective date of such\ntermination, and the provisions hereof shall continue to be fully operative\nuntil all transactions entered into or rights created or obligations incurred\nprior to such termination have been fully disposed of, concluded or liquidated\nand the Obligations arising prior to or after such termination have been\nirrevocably paid in full. The rights granted to the Agent for the benefit of the\nLenders hereunder and under the other Loan Documents shall continue in full\nforce and effect, notwithstanding the termination of this Agreement, until all\nof the Obligations have been paid in full after the termination hereof or the\nBorrower has furnished the Lenders and the Agent with an indemnification\nsatisfactory to the Agent and each Lender with respect thereto. All\nrepresentations, warranties, covenants, waivers and agreements contained herein\nshall survive termination hereof until payment in full of the Obligations unless\notherwise provided herein. Notwithstanding the foregoing, if after receipt of\nany payment of all or any part of the Obligations, any Lender is for any reason\ncompelled to surrender such payment to any Person because such payment is\ndetermined to be void or voidable as a preference, impermissible setoff, a\ndiversion of trust funds or for any other reason, this Agreement shall continue\nin full force and the Borrower shall be liable to, and shall indemnify and hold\nsuch Lender harmless for, the amount of such payment surrendered until such\nLender shall have been finally and irrevocably paid in full. The provisions of\nthe foregoing sentence shall be and remain effective notwithstanding any\ncontrary action which may have been taken by the Lenders in reliance upon such\npayment, and any such contrary action so taken shall be without prejudice to the\nLenders' rights under this Agreement and shall be deemed to have been\nconditioned upon such payment having become final and irrevocable.\n\n 11.11. Governing Law. ALL DOCUMENTS EXECUTED PURSUANT TO THE TRANSACTIONS\nCONTEMPLATED HEREIN, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT AND EACH OF\nTHE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER, AND FOR ALL\nPURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND JUDICIAL\nDECISIONS OF THE STATE OF NORTH CAROLINA. THE BORROWER HEREBY SUBMITS TO THE\nJURISDICTION AND VENUE OF THE STATE\n\n\n\n 81\n\n\n\n\n\nAND FEDERAL COURTS OF NORTH CAROLINA FOR THE PURPOSES OF RESOLVING DISPUTES\nHEREUNDER OR ARISING OUT OF THE TRANSACTION CONTEMPLATED HEREBY OR FOR THE\nPURPOSES OF COLLECTION.\n\n 11.12. Indemnification. In consideration of the execution and delivery of\nthis Agreement by the Agent and each Lender and the extension of the Revolving\nCredit Commitments, and so long as the Agent and Lenders have fulfilled their\nobligations hereunder, the Borrower hereby indemnifies, exonerates and holds\nfree and harmless the Agent and each Lender and each of their respective\nofficers, directors, employees, affiliates and agents (collectively, the\n\"Indemnified Parties\") from and against any and all actions, causes of action,\nclaims, suits, losses, costs, liabilities and damages, and expenses incurred in\nconnection therewith (irrespective of whether any such Indemnified Party is a\nparty to the action for which indemnification hereunder is sought), including\nreasonable attorneys' fees and disbursements (collectively, the \"Indemnified\nLiabilities\"), incurred by the Indemnified Parties or any of them as a result\nof, or arising out of, or relating to, any of the following:\n\n (a) any transaction financed or to be financed in whole or in part,\n directly or indirectly, with the proceeds of any Loan or supported by any\n Letter of Credit;\n\n (b) the entering into and performance of this Agreement and any other\n Loan Document by any of the Indemnified Parties;\n\n (c) provided Lenders have no ownership interest in real property of\n Borrower, any investigation, litigation or proceeding related to any\n environmental cleanup, audit, compliance or other matter relating to the\n protection of the environment or the release by the Borrower or any of its\n Subsidiaries or Controlled Partnerships of any hazardous waste material; or\n\n (d) provided Lenders have no ownership interest in real property of\n Borrower, the presence on or under, or the escape, seepage, leakage,\n spillage, discharge, emission, discharging or releases from any real\n property owned or operated by the Borrower or any Subsidiary or Controlled\n Partnership of any hazardous waste material (including any losses,\n liabilities, damages, injuries, costs, expenses or claims asserted or\n arising under any environmental laws), regardless of whether caused by, or\n within the control of, the Borrower or such Subsidiary or Controlled\n Partnerships,\n\nexcept for any such Indemnified Liabilities arising for the account of a\nparticular Indemnified Party by reason of the relevant Indemnified Party's\nnegligence or willful misconduct, and if and to the extent that the foregoing\nundertaking may be unenforceable for any reason, the Borrower hereby agrees to\nmake the maximum contribution to the payment and satisfaction of each of the\nIndemnified Liabilities which is permissible under applicable law. The\nagreements in this Section 11.12 shall survive the Revolving Credit Termination\nDate.\n\n 11.13. Agreement Controls. In the event that any term of any of the Loan\nDocuments other than this Agreement conflicts with any term of this Agreement,\nthe terms and provisions of this Agreement shall control.\n\n\n\n 82\n\n\n\n\n\n 11.14. Integration. This Agreement and the other Loan Documents represent\nthe final agreement between the parties as to the subject matter hereof or\nthereof and may not be contradicted by evidence of prior, contemporaneous, or\nsubsequent oral agreements of the parties. There are no oral agreements between\nthe parties.\n\n 11.15. Successors and Assigns. This Agreement shall be binding upon and\nshall inure to the benefit of the parties hereto and their respective successors\nand assigns; provided, however, that the Borrower may not assign or transfer its\nrights or obligations hereunder without the prior written consent of the Agent\nand all Lenders. The Agent and the Lenders may assign or transfer their interest\nhereunder but only as provided herein.\n\n 11.16. Severability. If any provision of this Agreement or the other Loan\nDocuments shall be determined to be illegal or invalid as to one or more of the\nparties hereto, then such provision shall remain in effect with respect to all\nparties, if any, as to whom such provision is neither illegal nor invalid, and\nin any event all other provisions hereof shall remain effective and binding on\nthe parties hereto.\n\n 11.17. Usury Savings Clause. Notwithstanding any other provision herein,\nthe aggregate interest rate charged under any of the Notes, including all\ncharges or fees in connection therewith deemed in the nature of interest under\nNorth Carolina law, shall not exceed the Highest Lawful Rate (as such term is\ndefined below). If the rate of interest (determined without regard to the\npreceding sentence) under this Agreement at any time exceeds the Highest Lawful\nRate (as defined below), the outstanding amount of the Loans made hereunder\nshall bear interest at the Highest Lawful Rate until the total amount of\ninterest due hereunder equals the amount of interest which would have been due\nhereunder if the stated rates of interest set forth in this Agreement had at all\ntimes been in effect. In addition, if when the Loans made hereunder are repaid\nin full the total interest due hereunder (taking into account the increase\nprovided for above) is less than the total amount of interest which would have\nbeen due hereunder if the stated rates of interest set forth in this Agreement\nhad at all times been in effect, then to the extent permitted by law, the\nBorrower shall pay to the Agent an amount equal to the difference between the\namount of the interest paid and the amount of interest which would have been\npaid if the Highest Lawful Rate had at all times been in effect. Notwithstanding\nthe foregoing, it is the intention of the Lenders and the Borrower to conform\nstrictly to any applicable usury laws. Accordingly, if any Lender contracts for,\ncharges, or receives any consideration which constitutes interest in excess of\nthe Highest Lawful Rate, then any such excess shall be canceled automatically\nand, if previously paid, shall at such Lender's option be applied to the\noutstanding amount of the Loans made hereunder or be refunded to the Borrower.\nAs used in this paragraph, the term \"Highest Lawful Rate\" means, as to any\nLender, the maximum lawful interest rate, if any, that at any time or from time\nto time may be contracted for, charged, or received under the laws applicable to\nsuch Lender which are presently in effect or, to the extent allowed by law,\nunder such applicable laws which may hereafter be in effect and which allow a\nhigher maximum nonusurious interest rate than applicable laws now allow.\n\n\n\n 83\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this instrument to be\nmade, executed and delivered by their duly authorized officers as of the day and\nyear first above written.\n\n HEALTHSOUTH CORPORATION\n\nWITNESS:\n\n \/S\/ WILLIAM W. HORTON\n ----------------------\n By: \/S\/ LEIF M. MURPHY\n --------------------------------------\n \/S\/ TAMMY TURNER Name: Leif M. Murphy\n ---------------------- Title: Vice President - Finance\n\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n NATIONSBANK, NATIONAL ASSOCIATION\n as Agent for the Lenders\n\n By: \/S\/ MICHAEL S. SYLVESTER\n --------------------------------------\n Name: Michael S. Sylvester\n Title: Vice President\n\n\n NATIONSBANK, NATIONAL ASSOCIATION\n\n By: \/S\/ MICHAEL S. SYLVESTER\n --------------------------------------\n Name: Michael S. Sylvester\n Title: Vice President\n\n Applicable Lending Office:\n 101 North Tryon Street, 15th Floor\n Charlotte, North Carolina 28255\n\n Wire Transfer Instructions:\n NationsBank, N.A.\n Charlotte, North Carolina\n ABA #053000196\n Account #136621-2250600\n Attention: Corporate Credit Services\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n SCOTIABANC INC.\n\n By: \/S\/ DANA MALONEY\n --------------------------------------\n Name: Dana Maloney\n Title: Relationship Manager\n\n\n Lending Office:\n 600 Peachtree Street, N.E.\n Suite 2700\n Atlanta, Georgia 30308\n\n Wire Transfer Instructions:\n The Bank of Nova Scotia - NY\n New York, New York\n ABA #026002532\n F\/C - The Bank of Nova Scotia - Atlanta\n Account #0606634\n Attention: ATL\/Loan Operations\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n DEUTSCHE BANK AG NEW YORK BRANCH\n AND\/OR CAYMAN ISLANDS BRANCH\n\n By: \/S\/ SUSAN L. PEARSON\n --------------------------------------\n Name: Susan L. Pearson\n Title: Director\n\n\n By: \/S\/ ROBERT WOOD\n --------------------------------------\n Name: Robert Wood\n Title: Director\n\n Lending Office:\n 31 West 52nd Street\n New York, New York 10019\n\n Wire Transfer Instructions:\n Deutsche Bank AG\n New York Branch\n ABA #026003780\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n MORGAN GUARANTY TRUST COMPANY\n OF NEW YORK\n\n By: \/S\/ DIANA H. IMHOF\n --------------------------------------\n Name: Diana H. Imhof\n Title: Vice President\n\n Lending Office:\n 60 Wall Street\n New York, New York 10260-0060\n\n Wire Transfer Instructions:\n Morgan Guaranty Trust Company of New York\n New York, New York\n ABA #021000238\n For Credit to: Loan Department\n A\/C #999-99-090\n Attention: Corporate Processing - Mod 23\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n WACHOVIA BANK, N.A.\n\n By: \/S\/ JOHN C. COVENTRY\n --------------------------------------\n Name: John C. Coventry\n Title: Banking Officer\n\n Lending Office:\n 191 Peachtree Street, N.E., 29th Floor\n Atlanta, Georgia 30303\n\n Wire Transfer Instructions:\n Wachovia Bank, N.A.\n Atlanta, Georgia\n ABA #061 000 010\n Account #18-171-498\n Account Name: FW Money Transfer Suspense\n Attention: Katrina Durrah\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n FIRST UNION NATIONAL BANK\n\n By: \/S\/ JOSEPH H. TOWELL\n --------------------------------------\n Name: Joseph H. Towell\n Title: Senior Vice President\n\n Lending Office:\n One First Union Center, Floor TW5\n Charlotte, North Carolina 28288-0735\n\n Wire Transfer Instructions:\n First Union National Bank\n Charlotte, North Carolina\n ABA #053000219\n Account #465906 0001802\n Attention: Sue Patterson\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n THE BANK OF TOKYO-MITSUBISHI LTD.,\n NY BRANCH\n\n By: \/S\/ DOUGLAS J. WEIR\n -----------------------------------------\n Name: Douglas J. Weir\n Title: Vice President\n\n Lending Office:\n 1251 Avenue of the Americas, 12th Floor\n New York, New York 10020-1104\n\n Wire Transfer Instructions:\n The Bank of Tokyo-Mitsubishi Ltd., NY Branch\n ABA #0260-0963-2\n Short Name: BK Tokyo Mitsubishi Ltd.\n Further Credit to: Loan Operations Dept.\n CIF #97770191\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n PNC BANK, NATIONAL ASSOCIATION\n\n By: \/S\/ BENJAMIN A. WILLINGHAM\n ----------------------------------------\n Name: Benjamin A. Willingham\n Title: Vice President\n\n Lending Office:\n 500 W. Jefferson, 2nd Floor\n Louisville, Kentucky 40202\n\n Wire Transfer Instructions:\n PNC Bank\n Louisville, Kentucky\n ABA #083 000 108\n Account #3000991434\n Attention: Commercial Loan Operations\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n MELLON BANK, N.A.\n\n By: \/S\/ MARSHA WICKER\n ----------------------------------------\n Name: Marsha Wicker\n Title: Vice President\n\n Lending Office:\n One Mellon Bank Center, Room 370\n Pittsburgh, Pennsylvania 15258\n\n Wire Transfer Instructions:\n Mellon Bank, N.A.\n Pittsburgh, Pennsylvania\n ABA #0430-0026-1\n Account #____________\n Attention: _______________________\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n AMSOUTH BANK\n\n By: \/S\/ ALLISON J. SANDERS\n ----------------------------------------\n Name: Allison J. Sanders\n Title: Vice President\n\n Lending Office:\n 1900 5th Avenue, North\n Birmingham, Alabama 35203\n\n Wire Transfer Instructions:\n AmSouth Bank\n Birmingham, Alabama\n ABA #062000019\n Corporate Clearing Account #0011-0245-0400-100\n Attention: Kristi Mann\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n SUNTRUST BANK, NASHVILLE, N.A.\n\n By: \/S\/ MARK D. MATTSON\n --------------------------------------------\n Name: Mark D. Mattson\n Title: Vice President\n\n Lending Office:\n 201 4th Avenue, North\n Nashville, Tennessee 37219\n\n Wire Transfer Instructions:\n SunTrust Bank, Nashville, N.A.\n Nashville, Tennessee\n ABA #064000046\n Account #9191004800\n Account Name: Commercial Loan Wire Wash Account\n Attention: Leigh Anne Gregory\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n FLEET NATIONAL BANK\n\n By: \/S\/ CAROL PAIGE\n --------------------------------------\n Name: Carol Paige\n Title: Senior Vice President\n\n Lending Office:\n One Federal Street, MAOFD07B\n Boston, Massachusetts 02110\n\n Wire Transfer Instructions:\n Fleet National Bank\n Boston, Massachusetts\n ABA #011000138\n Account #1510351-03156\n Account Name: G\/L\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n NATIONAL CITY BANK OF KENTUCKY\n\n By: \/S\/ RODERIC M. BROWN\n --------------------------------------\n Name: Roderic M. Brown\n Title: Vice President\n\n Lending Office:\n 101 S. 5th Street\n Louisville, Kentucky 40202\n\n Wire Transfer Instructions:\n National City Bank of Kentucky\n Louisville, Kentucky\n ABA #083000056\n Account G\/L #151804\n Attention: Tami Boston - CLO Dept.\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n THE BANK OF NEW YORK\n\n By: \/S\/ ANN MARIE HUGHES\n --------------------------------------\n Name: Ann Marie Hughes\n Title: Vice President\n\n Lending Office:\n One Wall Street, 22nd Floor\n New York, new York 10286\n\n Wire Transfer Instructions:\n Bank of New York\n New York, New York\n ABA #021 000 018\n Account #GLA 111556\n Attention: Loan Department\n Reference: HEALTHSOUTH Corporation\n Attention: Lorna Alleyne - Southern\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n COOPERATIEVE CENTRALE RAIFFEISEN-\n BOERENLEENBANK BA \"RABOBANK\n NEDERLAND\" NEW YORK BRANCH\n\n By: \/S\/ TERRELL BOYLE \/S\/ IAN REECE\n ------------------------------------------\n Name: Terrell Boyle Ian Reece\n Title: Vice President Senior Credit Officer\n\n Lending Office:\n 1201 W. Peachtree Street\n Suite 3450\n Atlanta, Georgia 30309\n\n Wire Transfer Instructions:\n The Bank of New York\n for the account of Rabobank Nederland\n New York, New York\n ABA #021-000-018\n Account #802-6002-533\n Account Name: Rabobank Nederland\n Attention: Corporate Services Dept.\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n FIRST AMERICAN NATIONAL BANK\n\n By: \/S\/ ALLISON JONES\n --------------------------------------\n Name: Allison Jones\n Title: Senior Vice President\n\n Lending Office:\n First American Center, NA-0203\n Nashville, Tennessee 37237\n\n Wire Transfer Instructions:\n First American National Bank\n Nashville, Tennessee\n ABA #064 000 017\n Account #0901256\n Account Name: WTCA\n Attention: Tina Callahan\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n HIBERNIA NATIONAL BANK\n\n By: \/S\/ CHRISTOPOHER B. PITRE\n --------------------------------------\n Name: Christopher B. Pitre\n Title: Vice President\n\n Lending Office:\n 313 Carondelet Street\n New Orleans, Louisiana 70124\n\n Wire Transfer Instructions:\n Hibernia National Bank\n New Orleans, Louisiana\n ABA #065000090\n Account #36615-0520\n Attention: National Accounts\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n BANCA COMMERCIALE ITALIANA\n NEW YORK BRANCH\n\n By: \/S\/ CHARLES DOUGHERTY\n --------------------------------------\n Name: Charles Dougherty\n Title: Vice President\n\n\n By: \/S\/ KAREN PURELIS\n --------------------------------------\n Name: Karen Purelis\n Title: Vice President\n\n Lending Office:\n 1 William Street\n New York, New York 10004\n\n Wire Transfer Instructions:\n Via Fed Wire:\n ABA #026005319\n Account: BCA Italiana\n Attention: Loan Dept.\/Alex Papace\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n THE FIRST NATIONAL BANK OF CHICAGO\n\n By: \/S\/ ERIK C. RACK\n --------------------------------------\n Name: Erik C. Rack\n Title: Assistant Vice President\n\n Lending Office:\n One First National Plaza, Suite 0091\/8\n Chicago, Illinois 60670\n\n Wire Transfer Instructions:\n First National Bank of Chicago\n Chicago, Illinois\n ABA #071000013\n Account #7521 7653\n Account Name: DES Income Clearing A\/C\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n MICHIGAN NATIONAL BANK\n\n By: \/S\/ NERAN SHAYA\n --------------------------------------\n Name: Neran Shaya\n Title: Relationship Manager\n\n Lending Office:\n 27777 Inkster Road\n Farmington Hills, Michigan 48334\n\n Wire Transfer Instructions:\n Michigan National Bank\n Farmington Hills, Michigan\n ABA #072000805\n Account #115710-917000\n Account Name: Clearing Account\n Attention: Sylvia Mills\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n SOUTHTRUST BANK, N.A.\n\n By: \/S\/ COLE TAYLOR\n ----------------------------------------\n Name: Cole Taylor\n Title: Group Vice President\n\n Lending Office:\n 420 N. 20th Street\n Birmingham, Alabama 35203\n\n Wire Transfer Instructions:\n SouthTrust Bank, N.A.\n Birmingham, Alabama\n ABA #062000080\n Account #131009\n Attention: Commercial Loan Operations Dept.\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n SUMMIT BANK\n\n By: \/S\/ BRUCE A. GRAY\n --------------------------------------\n Name: Bruce A. Gray\n Title: Vice President\n\n Lending Office:\n 750 Walnut Avenue, 3rd Floor\n Cranford, New Jersey 07016\n\n Wire Transfer Instructions:\n Summit Bank\n ABA #021202162\n CL02 AC47902\n Attention: Commercial Loan Division\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n WELLS FARGO BANK, N.A.\n\n By: \/s\/ Donald A. Hartmann \/s\/ Steven A. Newell\n ------------------------------------------------------\n Name: Donald A. Hartmann Steven A. Newell\n Title: Senior Vice President Assistant Vice President\n\n Lending Office:\n 420 Montgomery Street, 9th Floor\n MAC 0101-091\n San Francisco, California 94163\n\n Wire Transfer Instructions:\n Wells Fargo Bank, N.A.\n San Francisco, California\n ABA #121-000-248\n Account #271-2507201\n Credit to: MEMSYN\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n FIFTH THIRD BANK\n\n By: \/S\/ ANNE KOCH\n ---------------------------------------\n Name: Anne Koch\n Title: National Lending Officer\n\n Lending Office:\n 38 Fountain Square Plaza, Mail Drop 109054\n Cincinnati, Ohio 45263\n\n Wire Transfer Instructions:\n Fifth Third Bancorp\n ABA #042 000 314\n Account #72876175\n Attention: Commercial Loan\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n WESTPAC BANKING CORPORATION\n\n By: \/S\/ KATE V. PERRY\n --------------------------------------\n Name: Kate V. Perry\n Title: Assistant Vice President\n\n Lending Office:\n 575 Fifth Avenue\n New York, New York 10017\n\n Wire Transfer Instructions:\n Chase Manhattan Bank\n New York, New York\n ABA #021-000-021\n Account #001-1-910460\n Account Name: Westpac Bkg Corp.\n Grand Cayman Branch\n Attention: Loan Services\n Reference: HEALTHSOUTH Corporation\n\n\n\n\n\n\n\n\n Signature Page\n\n\n\n\n\n\n EXHIBIT A\n\n Applicable Commitment Percentages\n\n<\/pre>\n
\n\n Applicable
\n Revolving Credit Commitment
\nLender Commitment Percentage
\n—— ———- ———-
\n
\nNationsBank, National Association $150,000,000.00 8.571428571%<\/p>\nScotiabanc Inc. 150,000,000.00 8.571428571%<\/p>\n
Deutsche Bank AG New York Branch
\nand\/or Cayman Islands Branch 150,000,000.00 8.571428571%<\/p>\n
Morgan Guaranty Trust Company
\nof New York 150,000,000.00 8.571428571%<\/p>\n
Wachovia Bank, N.A. 135,000,000.00 7.714285714%<\/p>\n
First Union National Bank 135,000,000.00 7.714285714%<\/p>\n
The Bank of Tokyo-Mitsubishi Ltd.,
\nNY Branch 100,000,000.00 5.714285714%<\/p>\n
PNC Bank, National Association 100,000,000.00 5.714285714%<\/p>\n
Mellon Bank, N.A. 100,000,000.00 5.714285714%<\/p>\n
AmSouth Bank 100,000,000.00 5.714285714%<\/p>\n
SunTrust Bank, Nashville, N.A. 75,000,000.00 4.285714285%<\/p>\n
Fleet National Bank 50,000,000.00 2.857142857%<\/p>\n
National City Bank of Kentucky 50,000,000.00 2.857142857%<\/p>\n
The Bank of New York 50,000,000.00 2.857142857%<\/p>\n
Cooperatieve Centrale Raiffeisen-
\nBoerenleenbank BA “Rabobank
\nNederland” New York Branch 25,000,000.00 1.428571428%<\/p>\n
First American National Bank 25,000,000.00 1.428571428%
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
A-1<\/p>\n
\n\n Applicable
\n Revolving Credit Commitment
\nLender Commitment Percentage
\n—— ———- ———-
\n
\nHibernia National Bank 25,000,000.00 1.428571428%<\/p>\nBanca Commerciale Italiana
\nNew York Branch 25,000,000.00 1.428571428%<\/p>\n
The First National Bank of Chicago 25,000,000.00 1.428571428%<\/p>\n
Michigan National Bank 25,000,000.00 1.428571428%<\/p>\n
SouthTrust Bank, N.A. 25,000,000.00 1.428571428%<\/p>\n
Summit Bank 25,000,000.00 1.428571428%<\/p>\n
Wells Fargo Bank, N.A. 25,000,000.00 1.428571428%<\/p>\n
Fifth Third Bank 15,000,000.00 .857142857%<\/p>\n
Westpac Banking Corporation 15,000,000.00 .857142857%
\n ————- ————
\n $1,750,000,000.00 100%
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
A-2<\/p>\n
EXHIBIT B<\/p>\n
Form of Assignment and Acceptance<\/p>\n
Reference is made to the Credit Agreement dated as of June 23, 1998 (the
\n“Credit Agreement”) among HEALTHSOUTH Corporation, a Delaware corporation (the
\n“Borrower”), the Lenders (as defined in the Credit Agreement) and NationsBank,
\nNational Association, as agent for the Lenders (the “Agent”). Terms defined in
\nthe Credit Agreement are used herein with the same meaning.<\/p>\n
The “Assignor” and the “Assignee” referred to on Schedule 1 agree as
\nfollows:<\/p>\n
1. The Assignor hereby sells and assigns to the Assignee, without recourse
\nand without representation or warranty except as expressly set forth herein, and
\nthe Assignee hereby purchases and assumes from the Assignor, an interest in and
\nto the Assignor’s rights and obligations under the Credit Agreement and the
\nother Loan Documents as of the date hereof equal to the percentage interest
\nspecified on Schedule 1 of all outstanding rights and obligations under the
\nCredit Agreement and the other Loan Documents. After giving effect to such sale
\nand assignment, the Assignee’s Revolving Credit Commitment and the amount of the
\nLoans owing to the Assignee will be as set forth on Schedule 1.<\/p>\n
2. The Assignor (i) represents and warrants that it is the legal and
\nbeneficial owner of the interest being assigned by it hereunder and that such
\ninterest is free and clear of any adverse claim; (ii) makes no representation or
\nwarranty and assumes no responsibility with respect to any statements,
\nwarranties or representations made in or in connection with the Loan Documents
\nor the execution, legality, validity, enforceability, genuineness, sufficiency
\nor value of the Loan Documents or any other instrument or document furnished
\npursuant thereto; (iii) makes no representation or warranty and assumes no
\nresponsibility with respect to the financial condition of any Loan Party or the
\nperformance or observance by any Loan Party of any of its obligations under the
\nLoan Documents or any other instrument or document furnished pursuant thereto;
\nand (iv) attaches the Revolving Note and Competitive Bid Note held by the
\nAssignor and requests that the Agent exchange such Revolving Note and
\nCompetitive Bid Note for new Notes payable to the order of the Assignee in an
\namount equal to the Revolving Credit Commitment assumed by the Assignee pursuant
\nhereto and to the Assignor in an amount equal to the Revolving Credit Commitment
\nretained by the Assignor, if any, as specified on Schedule 1.<\/p>\n
3. The Assignee (i) confirms that it has received a copy of the Credit
\nAgreement, together with copies of the financial statements referred to in
\nSection 7.1 thereof and such other documents and information as it has deemed
\nappropriate to make its own credit analysis and decision to enter into this
\nAssignment and Acceptance; (ii) agrees that it will, independently and without
\nreliance upon the Agent, the Assignor or any other Lender and based on such
\ndocuments and information as it shall deem appropriate at the time, continue to
\nmake its own credit decisions in taking or not taking action under the Credit
\nAgreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
\nauthorizes the Agent to take such action as agent on its behalf and to exercise
\nsuch powers and discretion under the Credit Agreement as are delegated<\/p>\n
B-1<\/p>\n
to the Agent by the terms thereof, together with such powers and discretion as
\nare reasonably incidental thereto; (v) agrees that it will perform in accordance
\nwith their terms all of the obligations that by the terms of the Credit
\nAgreement are required to be performed by it as a Lender; and (vi) attaches any
\nU.S. Internal Revenue Service or other forms required under Section 4.6.<\/p>\n
4. Following the execution of this Assignment and Acceptance, it will be
\ndelivered to the Agent for acceptance and recording by the Agent. The effective
\ndate for this Assignment and Acceptance (the “Effective Date”) shall be the date
\nof acceptance hereof by the Agent, unless otherwise specified on Schedule 1.<\/p>\n
5. Upon such acceptance and recording by the Agent, as of the Effective
\nDate, (i) the Assignee shall be a party to the Credit Agreement and, to the
\nextent provided in this Assignment and Acceptance, have the rights and
\nobligations of a Lender thereunder and (ii) the Assignor shall, to the extent
\nprovided in this Assignment and Acceptance, relinquish its rights and be
\nreleased from its obligations under the Credit Agreement.<\/p>\n
6. Upon such acceptance and recording by the Agent, from and after the
\nEffective Date, the Agent shall make all payments under the Credit Agreement and
\nthe Notes in respect of the interest assigned hereby (including, without
\nlimitation, all payments of principal, interest and commitment fees with respect
\nthereto) to the Assignee. The Assignor and Assignee shall make all appropriate
\nadjustments in payments under the Credit Agreement and the Notes for periods
\nprior to the Effective Date directly between themselves.<\/p>\n
7. This Assignment and Acceptance shall be governed by, and construed in
\naccordance with, the laws of the State of North Carolina.<\/p>\n
8. This Assignment and Acceptance may be executed in any number of
\ncounterparts and by different parties hereto in separate counterparts, each of
\nwhich when so executed shall be deemed to be an original and all of which taken
\ntogether shall constitute one and the same agreement. Delivery of an executed
\ncounterpart of Schedule 1 to this Assignment and Acceptance by telefacsimile
\nshall be effective as delivery of a manually executed counterpart of this
\nAssignment and Acceptance.<\/p>\n
IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
\nthis Assignment and Acceptance to be executed by their officers thereunto duly
\nauthorized as of the date specified thereon.<\/p>\n
B-2<\/p>\n
SCHEDULE 1
\n to
\n ASSIGNMENT AND ACCEPTANCE<\/p>\n
Percentage interest assigned: ________%<\/p>\n
Assignee’s Revolving Credit Commitment: $_______<\/p>\n
Aggregate outstanding principal amount
\n of Syndicated Loans assigned: $_______<\/p>\n
Aggregate Outstanding principal amount
\n of Competitive Bid loans assigned: $_______<\/p>\n
Principal amount of Revolving Note payable
\n to Assignee: $_______<\/p>\n
Principal amount of Competitive Bid Note
\n payable to Assignee: $_______<\/p>\n
Principal amount of Note payable to Assignor: $_______<\/p>\n
Principal amount of Competitive Bid Note
\n payable to Assignor $_______<\/p>\n
Effective Date (if other than date
\n of acceptance by Agent): *_______, 19__<\/p>\n
[NAME OF ASSIGNOR], as Assignor<\/p>\n
By:
\n —————————-
\n Title:<\/p>\n
Dated: _______________, 19 _<\/p>\n
[NAME OF ASSIGNEE], as Assignee<\/p>\n
By:<\/p>\n
Title:<\/p>\n
B-3<\/p>\n
Applicable Lending Office:<\/p>\n
* This date should be no earlier than five Business Days after the delivery
\nof this Assignment and Acceptance to the Agent.<\/p>\n
Accepted [and Approved] **
\nthis ___ day of ___________, 19 _<\/p>\n
NATIONSBANK, NATIONAL ASSOCIATION<\/p>\n
By:_______________________
\nTitle:<\/p>\n
[Approved this ____ day
\nof ____________, 19__<\/p>\n
HEALTHSOUTH Corporation<\/p>\n
By:_______________________]**
\nTitle:<\/p>\n
**Required if the Assignee is an Eligible Assignee solely by reason of clause
\n(iii) of the definition of “Eligible Assignee”.<\/p>\n
B-4<\/p>\n
EXHIBIT C<\/p>\n
Notice of Appointment (or Revocation) of Authorized<\/p>\n
Representative<\/p>\n
Reference is hereby made to the Credit Agreement dated as of June 23, 1998,
\nas amended (the “Agreement”), among HEALTHSOUTH Corporation, a Delaware
\ncorporation (the “Borrower”), the Lenders (as defined in the Agreement), and
\nNationsBank, National Association, as Agent for the Lenders (“Agent”).
\nCapitalized terms used but not defined herein shall have the respective meanings
\ntherefor set forth in the Agreement.<\/p>\n
The Borrower hereby nominates, constitutes and appoints each individual
\nnamed below as an Authorized Representative under the Loan Documents, and hereby
\nrepresents and warrants that (i) set forth opposite each such individual’s name
\nis a true and correct statement of such individual’s office (to which such
\nindividual has been duly elected or appointed), a genuine specimen signature of
\nsuch individual and an address for the giving of notice, and (ii) each such
\nindividual has been duly authorized by the Borrower to act as Authorized
\nRepresentative under the Loan Documents:<\/p>\n
Name and Address Office Specimen Signature<\/p>\n
—————– ——————- ——————-<\/p>\n
—————–<\/p>\n
—————–<\/p>\n
—————– ——————- ——————-<\/p>\n
—————–<\/p>\n
—————–<\/p>\n
—————– ——————- ——————-<\/p>\n
—————–<\/p>\n
—————–<\/p>\n
Borrower hereby revokes (effective upon receipt hereof by the Agent) the prior
\nappointment of ________________ as an Authorized Representative.<\/p>\n
This the ___ day of __________________, 19__.<\/p>\n
HEALTHSOUTH CORPORATION<\/p>\n
By:
\n ———————–
\n Name:
\n ———————
\n Title:
\n ——————–<\/p>\n
C-1<\/p>\n
EXHIBIT D<\/p>\n
Form of Borrowing Notice<\/p>\n
To: NationsBank, National Association,
\n as Agent
\n Independence Center, 15th Floor
\n NC1-001-15-04
\n Charlotte, North Carolina 28255
\n Attention: Agency Services
\n Telefacsimile: (704) 386-9923<\/p>\n
Reference is hereby made to the Credit Agreement dated as of June 23, 1998,
\nas amended (the “Agreement”), among HEALTHSOUTH Corporation (the “Borrower”),
\nthe Lenders (as defined in the Agreement), and NationsBank, National
\nAssociation, as Agent for the Lenders (“Agent”). Capitalized terms used but not
\ndefined herein shall have the respective meanings therefor set forth in the
\nAgreement.<\/p>\n
The Borrower through its Authorized Representative hereby gives notice to
\nthe Agent that Loans of the Type and amount set forth below be made on the date
\nindicated:<\/p>\n
Type Loan Interest Aggregate
\n (check one) Period(1) Amount(2) Date of Loan(3)
\n ———– ——— ——— —————<\/p>\n
Base Rate<\/p>\n
—<\/p>\n
Eurodollar
\n Rate ___<\/p>\n
———-
\n(1) For any Eurodollar Rate Loan, one, two, three or six months.
\n(2) Must be $5,000,000 or if greater an integral multiple of $1,000,000.
\n(3) At least three (3) Business Days later if a Eurodollar Rate Loan;<\/p>\n
The Borrower hereby requests that the proceeds of Loans described in this
\nBorrowing Notice be made available to the Borrower as follows: [insert
\ntransmittal instructions] .<\/p>\n
The undersigned hereby certifies that:<\/p>\n
1. No Default or Event of Default exists either now or after giving effect
\nto the borrowing described herein; and<\/p>\n
2. All the representations and warranties set forth in Article VI of the
\nAgreement and in the other Loan Documents (other than those expressly stated to
\nrefer to a particular<\/p>\n
D-1<\/p>\n
date) are true and correct as of the date hereof except that the reference to
\nthe financial statements in Section 6.6(a) of the Agreement are to those
\nfinancial statements most recently delivered to you pursuant to Section 7.1 of
\nthe Agreement (it being understood that any financial statements delivered
\npursuant to Section 7.1(b) have not been certified by independent public
\naccountants).<\/p>\n
3. All conditions contained in the Agreement to the making of any Loan
\nrequested hereby have been met or satisfied in full .<\/p>\n
HEALTHSOUTH CORPORATION<\/p>\n
BY: ______________________________
\n Authorized Representative<\/p>\n
DATE: ____________________________<\/p>\n
D-2<\/p>\n
EXHIBIT E<\/p>\n
Form of Interest Rate Selection Notice<\/p>\n
To: NationsBank, National Association
\n (Carolinas), as Agent
\n Independence Center, 15th Floor
\n NC1-001-15-04
\n Charlotte, North Carolina 28255
\n Attention: Agency Services
\n Telefacsimile: (704) 386-9923<\/p>\n
Reference is hereby made to the Credit Agreement dated as of June 23, 1998,
\nas amended (the “Agreement”), among HEALTHSOUTH Corporation (the “Borrower”),
\nthe Lenders (as defined in the Agreement), and NationsBank, National
\nAssociation, as Agent for the Lenders (“Agent”). Capitalized terms used but not
\ndefined herein shall have the respective meanings therefor set forth in the
\nAgreement.<\/p>\n
The Borrower through its Authorized Representative hereby gives notice to
\nthe Agent of the following selection of a type of Loan and Interest Period:<\/p>\n
Type Loan Interest Aggregate Date of
\n (check one) Period(1) Amount(2) Conversion(3)
\n ———– ——— ——— ————-<\/p>\n
Loan<\/p>\n
Base Rate Loan ___<\/p>\n
Eurodollar Rate
\nLoan ___<\/p>\n
———-
\n(1) For any Eurodollar Rate Loan one, two, three or six months.
\n(2) Must be $5,000,000 or if greater an integral multiple of $1,000,000.
\n(3) At least three (3) Business Days later if a Eurodollar Rate Loan.<\/p>\n
HEALTHSOUTH CORPORATION<\/p>\n
BY: __________________________
\n Authorized Representative<\/p>\n
DATE: ______________________<\/p>\n
E-1<\/p>\n
EXHIBIT F<\/p>\n
Form of Revolving Note<\/p>\n
Promissory Note<\/p>\n
(Syndicated Loan)<\/p>\n
$______________ Birmingham, Alabama<\/p>\n
June 23, 1998<\/p>\n
FOR VALUE RECEIVED, HEALTHSOUTH Corporation, a Delaware corporation having
\nits principal place of business located in Birmingham, Alabama (the “Borrower”),
\nhereby promises to pay to the order of<\/p>\n
_______________________________________________ (the “Lender”), in its
\nindividual capacity, at the office of NATIONSBANK, NATIONAL ASSOCIATION, as
\nagent for the Lenders (the “Agent”), located at One Independence Center, 101
\nNorth Tryon Street, NC1-001- 15-04, Charlotte, North Carolina 28255 (or at such
\nother place or places as the Agent may designate in writing) at the times set
\nforth in the Credit Agreement dated as of June 23, 1998 among the Borrower, the
\nfinancial institutions party thereto, as amended (collectively, the “Lenders”)
\nand the Agent (the “Agreement” — all capitalized terms not otherwise defined
\nherein shall have the respective meanings set forth in the Agreement), in lawful
\nmoney of the United States of America, in immediately available funds, the
\nprincipal amount of<\/p>\n
________________________________________ DOLLARS ($__________) or, if less
\nthan such principal amount, the aggregate unpaid principal amount of all Loans
\nmade by the Lender to the Borrower pursuant to the Agreement, and to pay
\ninterest from the date hereof on the unpaid principal amount hereof, in like
\nmoney, at said office, on the dates and at the rates provided in Article II of
\nthe Agreement. All or any portion of the principal amount of Loans may be
\nprepaid as provided in the Agreement.<\/p>\n
If any amount payable under this Note is not paid when due, the then
\nremaining principal amount and accrued but unpaid interest shall bear interest
\nwhich shall be payable on demand at the rates per annum set forth in the proviso
\nto Section 2.3(a) of the Agreement. Further, in the event of such acceleration,
\nthis Note shall become immediately due and payable, without presentment, demand,
\nprotest or notice of any kind, all of which are hereby waived by the Borrower.<\/p>\n
In the event this Note is not paid when due at any stated or accelerated
\nmaturity, the Borrower agrees to pay, in addition to the principal and interest,
\nall costs of collection, including reasonable attorneys’ fees, and interest due
\nhereunder thereon at the rates set forth above.<\/p>\n
Interest hereunder shall be computed as provided in the Agreement.<\/p>\n
F-1<\/p>\n
This Note is one of the Notes referred to in the Agreement and is issued
\npursuant to and entitled to the benefits of the Agreement to which reference is
\nhereby made for a more complete statement of the terms and conditions upon which
\nthe Loans evidenced hereby were or are made and are to be repaid. This Note is
\nsubject to certain restrictions on transfer or assignment as provided in the
\nAgreement.<\/p>\n
All Persons bound on this obligation, whether primarily or secondarily
\nliable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
\nto the full extent permitted by law the benefits of all provisions of law for
\nstay or delay of execution or sale of property or other satisfaction of judgment
\nagainst any of them on account of liability hereon until judgment be obtained
\nand execution issues against any other of them and returned satisfied or until
\nit can be shown that the maker or any other party hereto had no property
\navailable for the satisfaction of the debt evidenced by this instrument, or
\nuntil any other proceedings can be had against any of them, also their right, if
\nany, to require the holder hereof to hold as security for this Note any
\ncollateral deposited by any of said Persons as security. Protest, notice of
\nprotest, notice of dishonor, diligence, presentment or any other formality are
\nhereby waived by all parties bound hereon.<\/p>\n
IN WITNESS WHEREOF, the Borrower has caused this Note to be made, executed
\nand delivered by its duly authorized representative as of the date and year
\nfirst above written, all pursuant to authority duly granted.<\/p>\n
HEALTHSOUTH CORPORATION<\/p>\n
WITNESS:<\/p>\n
______________________ By: ___________________________________
\n______________________ Name: _________________________________
\n Title: ________________________________<\/p>\n
F-2<\/p>\n
EXHIBIT G<\/p>\n
Investments<\/p>\n
See attached.<\/p>\n
G-1<\/p>\n
EXHIBIT H<\/p>\n
Form of Opinion of Borrower’s Counsel<\/p>\n
See attached.<\/p>\n
H-1<\/p>\n
EXHIBIT I<\/p>\n
Compliance Certificate<\/p>\n
NationsBank, National Association,
\nas Agent
\nIndependence Center, 15th Floor
\nNC1-001-15-04
\nCharlotte, North Carolina 28255
\nAttention: Agency Services
\nTelefacsimile: (704) 386-9923<\/p>\n
Reference is hereby made to the Credit Agreement dated as of June 23, 1998,
\nas amended (the “Agreement”), among HEALTHSOUTH Corporation (the “Borrower”),
\nthe Lenders (as defined in the Agreement) and NationsBank, National Association,
\nas Agent for the Lenders (“Agent”). Capitalized terms used but not otherwise
\ndefined herein shall have the respective meanings therefor set forth in the
\nAgreement. The undersigned, a duly authorized and acting Authorized
\nRepresentative, hereby certifies to you as of __________ (the “Determination
\nDate”) as follows:<\/p>\n
I. Calculations:<\/p>\n
1. Consolidated Net Worth<\/p>\n
A. Consolidated Net Worth at
\n Determination Date $___________<\/p>\n
B. Consolidated Net Worth Required<\/p>\n
a) At Closing Date $___________<\/p>\n
b) Consolidated Net Income for
\n successive fiscal quarters
\n x 50% ___________<\/p>\n
c) Net proceeds of any sale of
\n Capital Stock ___________<\/p>\n
d) Additions resulting from
\n “pooling of interests” ___________<\/p>\n
e) (a) + (b) + (c) + (d) (Required) $___________<\/p>\n
I-1<\/p>\n
2. Consolidated EBITDA to Consolidated
\n Interest Expense<\/p>\n
A. Consolidated Net Income ___________
\n B. Consolidated Interest Expense ___________
\n C. Consolidated Income Tax Expense ___________
\n D. Consolidated Amortization Expense ___________
\n E. Consolidated Depreciation Expense ___________
\n F. Minority Interest in Consolidated
\n Entities ___________
\n G. 2A + 2B + 2C + 2D + 2E + 2F ___________
\n H. Ratio of 2G to 2B ___ to 1.00<\/p>\n
Required: Not less than 2.50 to 1.00<\/p>\n
3. Consolidated Indebtedness to Consolidated
\n Total Capital<\/p>\n
A. Consolidated Indebtedness ___________
\n B. Consolidated Total Capital ___________
\n C. Ratio of 3A to 3B ___ to 1.00<\/p>\n
Required: Not to exceed .65 to 1.00<\/p>\n
II. No Default<\/p>\n
A. Since __________ (the date of the last similar certification),
\n (a) the Borrower has not defaulted in the keeping, observance,
\n performance or fulfillment of its obligations pursuant to any of the
\n Loan Documents; and (b) no Default or Event of Default has occurred
\n and is continuing.<\/p>\n
B. If a Default or Event of Default has occurred since __________
\n (the date of the last similar certification), the Borrower proposes to
\n take the following action with respect to such Default or Event of
\n Default:______________________________________________________________
\n _________________________________________________________________.
\n (Note, if no Default or Event of Default has occurred, insert
\n “Not Applicable”).<\/p>\n
The Determination Date is the date of the last required financial
\nstatements submitted to the Lenders in accordance with Section 9.1 of the
\nAgreement.<\/p>\n
I-2<\/p>\n
IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
\n__________, 19___.<\/p>\n
By:_____________________________
\n Authorized Representative<\/p>\n
Name:___________________________
\n Title:__________________________<\/p>\n
I-3<\/p>\n
EXHIBIT J<\/p>\n
Executive Officers<\/p>\n
J-1<\/p>\n
EXHIBIT K<\/p>\n
Form of Competitive Bid Quote Request<\/p>\n
[Date]<\/p>\n
To: NationsBank, N.A.<\/p>\n
From: HEALTHSOUTH Corporation<\/p>\n
Re: Competitive Bid Quote Request<\/p>\n
Pursuant to Section 2.2 of the Credit Agreement dated as of June 23, 1998
\n(as modified and supplemented from time to time, the “Credit Agreement”) among
\nHEALTHSOUTH Corporation, the Lenders named therein and NationsBank, N.A. as
\nAgent, we hereby give notice that we request Competitive Bid Quotes for the
\nfollowing proposed Competitive Bid Borrowing(s):<\/p>\n
Borrowing Quotation Interest
\nDate Date 1 Amount2 Type 3 Period 4
\n——— ——— ——- ——– ——– <\/p>\n
Terms used herein have the meanings assigned to them in the Credit Agreement.<\/p>\n
HEALTHSOUTH CORPORATION<\/p>\n
By:________________________
\n Title:<\/p>\n
——–
\n 1 For use if an Absolute Rate in an Absolute Rate Auction is requested to
\nbe submitted before the Borrowing Date.<\/p>\n
2 Each amount must be $10,000,000 or a larger integral multiple of
\n$1,000,000.<\/p>\n
3 Insert either “Eurodollar Margin” (in the case of Eurodollar Market
\nLoans) or “Absolute Rate” (in the case of Absolute Rate Loans).<\/p>\n
4 One, two three or six months, in the case of a Eurodollar Market Loan or,
\nin the case of an Absolute Rate Loan, a period of up to 180 days after the
\nmaking of such Absolute Rate Loan and ending on a Business Day.<\/p>\n
K-1<\/p>\n
EXHIBIT L<\/p>\n
Form of Competitive Bid Quote<\/p>\n
To: NationsBank, N.A., as Agent<\/p>\n
Attention:<\/p>\n
Re: Competitive Bid Quote to HEALTHSOUTH Corporation (the “Borrower”)<\/p>\n
This Competitive Bid Quote is given in accordance with Section 2.2(c) of
\nthe Credit Agreement dated as of June 23, 1998 (as modified and supplemented
\nfrom time to time, the “Credit Agreement”) among HEALTHSOUTH Corporation, the
\nlenders named therein and NationsBank, N.A., as agent. Terms defined in the
\nCredit Agreement are used herein as defined therein.<\/p>\n
In response to the Borrower’s invitation dated __________, 199_, we hereby
\nmake the following Competitive Bid Quote(s) on the following terms:<\/p>\n
1. Quoting Bank:<\/p>\n
2. Person to contact at Quoting Bank:<\/p>\n
3. We hereby offer to make Competitive Bid Loan(s) in the following
\n principal amount[s], for the following Interest Period(s) and at the
\n following rate(s):<\/p>\n
Borrowing Quotation Interest
\nDate Date 1 Amount 2 Type 3 Period 4 Rate 5
\n——— ——— ——– —— ——– ——<\/p>\n
——–
\n 1 As specified in the related Competitive Bid Quote Request.<\/p>\n
2 The principal amount bid for each Interest Period may not exceed the
\nprincipal amount requested. Bids must be made for at least $5,000,000 or a
\nlarger integral multiple of $1,000,000.<\/p>\n
3 Indicate “Eurodollar Margin” (in the case of Eurodollar Market Loans) or
\n“Absolute Rate” (in the case of Absolute Rate Loans).<\/p>\n
4 One, two, three or six months, in the case of a Eurodollar Market Loan
\nor, in the case of an Absolute Rate Loan, a period of up to 180 days after the
\nmaking of such Absolute Rate Loan and ending on a Business Day, as specified in
\nthe related Competitive Bid Quote Request.<\/p>\n
L-1<\/p>\n
We understand and agree that the offer(s) set forth above, subject to
\nthe satisfaction of the applicable conditions set forth in the Credit Agreement,
\nirrevocably obligate[s] us to make the Competitive Bid Loan(s) for which any
\noffer(s) (is\/are) accepted, in whole or in part (subject to the third sentence
\nof Section 2.2(e) of the Credit Agreement).<\/p>\n
Very truly yours,<\/p>\n
[NAME OF BANK]<\/p>\n
By:_____________________________
\n Authorized Officer<\/p>\n
Dated: __________, ____<\/p>\n
———-
\n 5 For a Eurodollar Market Loan, specify margin over or under the Interbank
\nOffered Rate adjusted for the Eurodollar Reserve Percentage determined for the
\napplicable Interest Period. Specify percentage (rounded to the nearest 1\/10,000
\nof 1%) and specify whether “PLUS” or “MINUS”. For an Absolute Rate Loan, specify
\nrate of interest per annum (rounded to the nearest 1\/10,000 of 1%).<\/p>\n
L-2<\/p>\n
EXHIBIT M<\/p>\n
Form of Competitive Bid Note<\/p>\n
PROMISSORY NOTE<\/p>\n
$_____________1 June 23, 1998<\/p>\n
FOR VALUE RECEIVED, HEALTHSOUTH CORPORATION, a Delaware corporation (the
\n“Borrower”), hereby promises to pay to the order of
\n____________________________2 (the “Lender”), for account of its Applicable
\nLending Office provided for by the Credit Agreement referred to below, at the
\nprincipal office of NationsBank, N.A., One Independence Center, 101 North Tryon
\nStreet, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place
\nor places as the Agent may designate in writing) at the times set forth in the
\nCredit Agreement (as herein defined), the aggregate unpaid principal amount of
\nthe Competitive Bid Loans made by the Lender to the Borrower under the Credit
\nAgreement, in lawful money of the United States of America and in immediately
\navailable funds, on the dates and in the principal amounts provided in the
\nCredit Agreement, and to pay interest on the unpaid principal amount of each
\nsuch Competitive Bid Loan, at such office, in like money and funds, for the
\nperiod commencing on the date of such Competitive Bid Loan until such
\nCompetitive Bid Loan shall be paid in full, at the rates per annum and on the
\ndates provided in the Credit Agreement.<\/p>\n
The date, amount, Type, interest rate and maturity date of each Competitive
\nBid Loan made by the Lender to the Borrower, and each payment made on account of
\nthe principal thereof, shall be recorded by the Borrower on its books and, prior
\nto any transfer of this Note, endorsed by the Borrower on the schedule attached
\nhereto or any continuation thereof, provided that the failure of the Lender to
\nmake any such recordation or endorsement shall not affect the obligations of the
\nBorrower to make a payment when due of any amount owing under the Credit
\nAgreement or hereunder in respect of the Competitive Bid Loans made by the
\nLender.<\/p>\n
This Note is one of the Competitive Bid Notes referred to in the Credit
\nAgreement dated as of June 23, 1998 (as modified and supplemented from time to
\ntime, the “Credit Agreement”) among the Borrower, the Lenders named therein and
\nNationsBank, N.A., as Agent, and evidences Competitive Bid Loans made by the
\nLender thereunder. Terms used but not defined in this Note have the respective
\nmeanings assigned to them in the Credit Agreement.<\/p>\n
———-
\n1 Insert the amount of Lender’s Revolving Credit Commitment.
\n2 Insert name of Lender in capital letters.<\/p>\n
M-1<\/p>\n
The Credit Agreement provides for the acceleration of the maturity of this
\nNote upon the occurrence of certain events and for prepayments of Competitive
\nBid Loans upon the terms and conditions specified therein. In the event this
\nNote is not paid when due at any stated or accelerated maturity, the Borrower
\nagrees to pay, in addition to the principal and interest, all costs of
\ncollection, including reasonable attorney’s fees.<\/p>\n
Except as permitted by Section 11.1 of the Credit Agreement, this Note may
\nnot be assigned by the Lender to any other Person.<\/p>\n
This Note shall be governed by, and construed in accordance with, the law
\nof the State of North Carolina.<\/p>\n
WITNESS: HEALTHSOUTH CORPORATION<\/p>\n
____________________________
\n By:_________________________________
\n____________________________ Name:_______________________________
\n Title:______________________________<\/p>\n
M-2<\/p>\n
SCHEDULE OF COMPETITIVE BID LOANS<\/p>\n
This Note evidences Competitive Bid Loans made under the within-described
\nCredit Agreement to the Borrower, on the dates, in the principal amounts, of the
\nTypes, bearing interest at the rates and maturing on the dates set forth below,
\nsubject to the payments and prepayments of principal set forth below:<\/p>\n
\n\n Principal
\nDate Amount Type Maturity Amount Unpaid
\n of of of Interest Date of Paid or Principal Notation
\nLoan Loan Loan Rate Loan Prepaid Amount Made by
\n—- ——– —- ——– ——– ——- ——– ——-
\n <\/p>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
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