EXHIBIT 99.4

U.S. $1,200,000,000

CREDIT AGREEMENT,

dated as of April 28, 1994

among

HEALTHTRUST, INC. - THE HOSPITAL COMPANY,

as the Borrower,

CERTAIN FINANCIAL INSTITUTIONS,

as the Lenders,

THE BANK OF NOVA SCOTIA

and

ABN AMRO BANK, N.V.,
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
THE CHASE MANHATTAN BANK, N.A.,
CHEMICAL BANK,
CITICORP USA, INC.,
CONTINENTAL BANK N.A.,
DEUTSCHE BANK AG, NEW YORK BRANCH,
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
GENERAL ELECTRIC CAPITAL CORPORATION,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH,
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH,
NATIONSBANK OF TENNESSEE, N.A.,
SWISS BANK CORPORATION, SAN FRANCISCO BRANCH,
THIRD NATIONAL BANK IN NASHVILLE,

and

THE TORONTO-DOMINION BANK,

as Co-Agents for the Lenders,

and

THE BANK OF NOVA SCOTIA,

as the Administrative Agent
for the Lenders.
2

TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
1.3. Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
1.4. Accounting and Financial Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES,
LETTERS OF CREDIT AND REGISTER

2.1. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.1.1. Term Loan Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.1.2. Delayed Term Loan Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.1.3. Revolving Loan Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.1.4. Letter of Credit Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.2. Lenders Not Permitted or Required to Make Loans . . . . . . . . . . . . . . . . . . . . . . . . 39
2.2.1. Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.2.2. Delayed Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.2.3. Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.2.4. All Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.3. Issuer Not Permitted or Required to Issue Letters of Credit . . . . . . . . . . . . . . . . . . 40
2.4. Reduction of the Commitment Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.5. Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.6. Continuation and Conversion Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.7. Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.8. Letter of Credit Issuance Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.8.1. Other Lenders' Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.8.2. Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.8.3. Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.8.4. Deemed Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.8.5. Nature of Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2.8.6. Increased Letter of Credit Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2.8.7. Determination of the Issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
2.9. Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1. Repayments and Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
3.1.1. Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
3.1.2. Scheduled Amortization of Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
3.1.3. Scheduled Amortization of Delayed Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 50
3.1.4. Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
3.1.5. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
3.1.6. Acceleration of Stated Maturity Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
3.2. Interest Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

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3.2.1. Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
3.2.2. Post-Maturity Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
3.2.3. Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
3.3. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
3.3.1. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
3.3.2. Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
3.3.3. Fee Letter Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1. LIBO Rate Lending Unlawful . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.2. Deposits Unavailable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
4.3. Increased LIBO Rate Loan Costs, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
4.4. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
4.5. Increased Capital Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
4.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
4.7. Payments, Computations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
4.8. Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
4.9. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
4.10. Lender's Duty to Mitigate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
4.11. Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
4.12. Replacement Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE V

CONDITIONS TO CREDIT EXTENSION

5.1. Initial Credit Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.1.1. Resolutions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.1.2. Termination or Amendment of Credit Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.1.3. Transaction Consummated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.1.4. Subsidiary Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.1.5. Pledge Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.1.6. Funds Available for the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.1.7. Public Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.1.8. Issuance of the Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.1.9. Internal Revenue Service Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.10. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.11. Closing Date Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.12. Financial Information, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.13. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.14. Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5.1.15. Closing Fees, Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
5.2. All Credit Extensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
5.2.1. Compliance with Warranties, No Default, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 71
5.2.2. Credit Extension Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1. Organization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

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6.2. Due Authorization, Non-Contravention, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
6.3. Government Approval, Regulation, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
6.4. Validity, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
6.5. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
6.6. No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
6.7. Litigation, Labor Controversies, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
6.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
6.9. Ownership of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
6.10. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
6.11. Pension and Welfare Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
6.12. Environmental Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
6.13. Regulations G, U and X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
6.14. Accuracy of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
6.15. Status of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE VII

COVENANTS

7.1. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
7.1.1. Financial Information, Reports, Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 79
7.1.2. Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
7.1.3. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
7.1.4. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
7.1.5. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
7.1.6. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.1.7. Accreditation and Licensing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.1.8. Subsidiary Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.1.9. Future Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
7.1.10. Environmental Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
7.2. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
7.2.1. Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
7.2.2. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
7.2.3. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
7.2.4. Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
7.2.5. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
7.2.6. Restricted Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
7.2.7. Negative Pledges, Restrictive Agreements, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.2.8. Consolidation, Merger, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.2.9. Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.2.10. Modification of Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
7.2.11. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
7.2.12. Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

ARTICLE VIII

EVENTS OF DEFAULT

8.1. Listing of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
8.1.1. Non-Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.1.2. Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.1.3. Non-Performance of Certain Covenants and Obligations . . . . . . . . . . . . . . . . . . . . . . 98
8.1.4. Non-Performance of Other Covenants and Obligations . . . . . . . . . . . . . . . . . . . . . . . 99
8.1.5. Default on Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

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8.1.6. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.1.7. Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.1.8. Control of the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
8.1.9. Bankruptcy, Insolvency, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
8.1.10. Subsidiary Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.1.11. Impairment of Security, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.2. Action if Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.3. Action if Other Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.4. Subsidiary Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

ARTICLE IX

THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT
AND THE CO-AGENTS

9.1. Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
9.2. Funding Reliance, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
9.3. Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
9.4. Successor; Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.5. Loans by Administrative Agent, Collateral Agent and Co-Agents . . . . . . . . . . . . . . . . . 106
9.6. Credit Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
9.7. Copies, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
9.8. No Obligations on Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Waivers, Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
10.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.3. Payment of Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
10.4. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
10.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
10.7. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
10.8. Execution in Counterparts, Effectiveness, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 112
10.9. Governing Law; Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
10.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
10.11. Securities Representation; Sale and Transfer of Loans
and Notes; Participations in Loans and Notes . . . . . . . . . . . . . . . . . . . . . . . . 112
10.11.1. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
10.11.2. Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
10.12. Copies to Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.13. Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.14. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10.15. The Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.16. Forum Selection and Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . 117
10.17. Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

SCHEDULE I - Disclosure Schedule
SCHEDULE II - Existing Letters of Credit
SCHEDULE III - List of Local Counsel
SCHEDULE IV - Lenders' Percentage

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6

EXHIBIT A Form of Borrowing Request
EXHIBIT B Form of Issuance Request
EXHIBIT C Form of Continuation/Conversion Notice
EXHIBIT D Form of Lender Assignment Agreement
EXHIBIT E Form of Closing Date Certificate
EXHIBIT F Form of Compliance Certificate
EXHIBIT G Form of Confidentiality Agreement
EXHIBIT H Form of Subsidiary Guaranty
EXHIBIT I Form of Subsidiary Stock Pledge Agreement
EXHIBIT J Form of Borrower Stock Pledge Agreement
EXHIBIT K Form of Opinion of Counsel to the Administrative Agent
EXHIBIT L-1 Form of Opinion of Special Tennessee Counsel to the Borrower
EXHIBIT L-2 Form of Opinion of Special Counsel to the Borrower
EXHIBIT L-3 Form of Opinion of General Counsel of the Borrower
EXHIBIT L-4 Form of Opinion of Local Counsel to the Borrower

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7
CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of April 28, 1994, among HEALTHTRUST, INC.
- - - THE HOSPITAL COMPANY, a Delaware corporation, (the "Borrower"), the various
financial institutions as are or may become parties hereto (collectively, the
"Lenders"), THE BANK OF NOVA SCOTIA ("Scotiabank") and ABN AMRO Bank, N.V.,
Bank of America National Trust and Savings Association, The Chase Manhattan
Bank, N.A., Chemical Bank, Citicorp USA, Inc., Continental Bank N.A., Deutsche
Bank AG, New York Branch, First Union National Bank of North Carolina, General
Electric Capital Corporation, The Industrial Bank of Japan, Limited, New York
Branch, The Long-Term Credit Bank of Japan, Limited, New York Branch,
NationsBank of Tennessee, N.A., Swiss Bank Corporation, San Francisco Branch,
Third National Bank in Nashville, and The Toronto-Dominion Bank, as co-agents
(the "Co-Agents) for the Lenders, and Scotiabank, as administrative agent (in
such capacity, the "Administrative Agent") for the Co-Agents and the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower has heretofore entered into a certain Credit
Agreement, dated as of September 29, 1992 (as amended, modified or amended and
restated or otherwise modified to the date hereof, the "1992 Credit Agreement")
with the financial institutions parties thereto, Scotiabank, ABN AMRO Bank
N.V., Bank of America National Trust and Savings Association, The Chase
Manhattan Bank, N.A., Citibank, N.A., Continental Bank N.A., Deutsche Bank AG,
LTCB Trust Company, Swiss Bank Corporation, and The Toronto-Dominion Bank, as
co-agents and Scotiabank as administrative agent for the lenders;

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of January
9, 1994 (the "EPIC Merger Agreement"), among the Borrower, EPIC Holdings, Inc.,
a Delaware corporation ("EPIC") and Odyssey Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Borrower ("Acquisition Sub"),
Acquisition Sub will merge with and into EPIC pursuant to which all of the
issued and outstanding shares of capital stock of EPIC (other than shares
subject to appraisal rights) (the "EPIC Merger") will be converted into the
right to receive $7.00 per share in cash;

WHEREAS, (i) EPIC and certain Subsidiaries of EPIC have tendered for at
least a majority in principal amount (the "Tender") of each issue of the EPIC
Tendered Debt pursuant to the Consent and Tender Document, (ii) EPIC and
certain Subsidiaries of EPIC have solicited the consent (the "Consent") of at
least a

8
majority in principal amount of each issue of the EPIC Tendered Debt pursuant
to the Consent and Tender Document to amend the respective indentures relating
thereto in certain respects as set forth in supplemental indentures thereto
previously delivered to the Lenders (the "Supplemental Indentures"), (iii) the
Borrower will cause EPIC or its relevant Subsidiary to irrevocably call for the
redemption in full of each issue of the EPIC Redeemable Debt and (iv) the
Borrower will cause EPIC to pay in full all obligations outstanding under the
EPIC Credit Agreement and terminate all commitments thereunder (each of such
transactions, together with the EPIC Merger are hereinafter referred to as the
"EPIC Transaction");

WHEREAS, pursuant to an Asset Purchase Agreement, dated as of March 18,
1994 (the "Tennessee Purchase Agreement"), among HTI Memorial Hospital
Corporation, the Borrower, Nashville Memorial Health Systems, Inc., Nashville
Memorial Hospital, Inc., Nashville Memorial Outreach Services Corporation,
Community Health Services, Medical Credit Clearing, Inc., and Memorial
Companies, Inc. ("Memorial"), the Borrower has purchased substantially all of
the assets of Memorial (the "Tennessee Acquisition");

WHEREAS, the Borrower desires to have the borrowing capacity to acquire
certain other health care related facilities and assets (collectively, the
"Other Acquisitions"; the Tennessee Acquisition and the Other Acquisitions are
referred to herein collectively as the "Other Transactions");

WHEREAS, the aggregate amount of funds necessary to consummate the Other
Transactions is up to a maximum of $265,000,000;

WHEREAS, in connection with the EPIC Transaction and the Other
Transactions, the Borrower will refinance all amounts outstanding or otherwise
due under the 1992 Credit Agreement;

WHEREAS, (i) in connection with the EPIC Merger the Borrower will sell
shares of its common stock in a registered public stock offering and will
receive proceeds from the exercise of certain outstanding warrants for Common
Stock (the "Public Offering") and (ii) in connection with the consummation of
the EPIC Transaction and the Other Transactions the Borrower will issue the
Subordinated Notes (the "Note Offering"), in each case as further set forth in
the Borrower's Registration Statements each on a Form S-3 as filed with the SEC
(collectively, the "Registration Statements"), with gross cash proceeds
received by the Borrower on or prior to the Effective Date to be no less than
$140,000,000 from the Public Offering and $200,000,000 from the Note Offering;

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9
WHEREAS, in connection with the Transaction, the Borrower desires to obtain
from the Lenders

(a) a Term Loan Commitment pursuant to which Term Loans
in a maximum aggregate principal amount not to exceed $415,000,000 will be
made in a single Borrowing by Lenders having Term Loan Commitments;

(b) a Delayed Term Loan Commitment pursuant to which
Delayed Term Loans in a maximum aggregate principal amount not to exceed
$385,000,000 will be made by Lenders having Delayed Term Loan Commitments;
and

(c) a Revolving Loan Commitment pursuant to which
Revolving Loans and Letters of Credit in a maximum aggregate amount not to
exceed $400,000,000, will be made or issued, as the case may be, from time
to time, from Lenders having Revolving Loan Commitments (provided, that of
such amount, no more than $150,000,000 shall be available for the issuance
of Letters of Credit);

with all the proceeds of the Loans to be used for the purposes specified in
Section 7.1.6; and

WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article V), to extend the
Commitments, make Loans to the Borrower and issue and participate in Letters of
Credit for the account of the Borrower;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

"Accounts" means any "account" (as that term is defined in Section 9-106
of the U.C.C. as in effect, from time to time, in the State of New York) of the
Borrower arising from the sale or lease of goods or rendering of services.

"Acquisition Sub" has the meaning set forth in the second recital of this
Agreement.

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10
"Administrative Agent" is defined in the preamble and includes any Person
referred to and serving from time to time as "Credit Agent" under any
Collateral Document and each other Person as shall have subsequently been
appointed as the successor Administrative Agent pursuant to Section 9.4.

"Affected Issuers" is defined in clause (b) of Section 4.12.

"Affected Lender" is defined in Section 4.11.

"Affected Replacement Event Lender" means any Lender that is the subject
of a Replacement Event.

"Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

"Agreement" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

"Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of

(a) the rate of interest most recently announced or
established by Scotiabank as its base rate for Dollar loans; and

(b) the Federal Funds Rate plus 1/2%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by Scotiabank in connection with extensions of credit.
Changes in the rate of interest on that portion of any Loans maintained as Base
Rate Loans will take effect simultaneously with each change in the Alternate
Base Rate. The Administrative Agent will give notice promptly to the Borrower
and the Lenders of changes in the Alternate Base Rate.

"AmSouth Facility" means the credit facility provided by AmSouth Bank,
N.A. pursuant to a credit agreement, dated as of July 30, 1991 between AmSouth
Bank, N.A. and EPIC Properties, Inc. in support of the CMOs.

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11
"Applicable LIBOR Margin" means 1 1/2% plus or minus the Applicable Rate
Modifier.

"Applicable Rate Modifier" means, with respect to interest on any Loan of
any type or any Letter of Credit participation fee referred to in clause (a) of
Section 3.3.2 and at any time of determination commencing with the Fiscal
Quarter ended November 30, 1994, a single addition to or discount from the
interest rate allowable under Section 3.2.1, which addition or discount shall
be determined by reference to the Interest Coverage Ratio and the Total Debt to
EBITDA Coverage Ratio (as reported in the Borrower's last Compliance
Certificate) as set forth below:

Financial Tests Applicable
--------------- Rate Modifier
-------------

In the event the Interest Coverage Ratio is < 4.5:1.0 and the
Total Debt to EBITDA Coverage Ratio is > 4.0:1.0 ("Maximum
Rate Modifier"), the Applicable Rate Modifier shall be: + .25%

In the event the Interest Coverage Ratio is > 4.5:1.0 but <
5.0:1.0 and the Total Debt to EBITDA Coverage Ratio is <
4.0:1.0 but > 2.5: 1.0, the Applicable Rate Modifier shall
be: 0 %

In the event the Interest Coverage Ratio is > 5.0:1.0 but <
5.5:1.0 and the Total Debt to EBITDA Coverage Ratio is <
2.5:1.0 but > 2.0:1.0, the Applicable Rate Modifier shall be: - .25%
In the event the Interest Coverage Ratio is > 5.5:1.0 and the

Total Debt to EBITDA Coverage Ratio is < 2.0:1.0, the
Applicable Rate Modifier shall be: - .50%;

provided, however, that (i) any such discount shall be permitted only if no
Default has occurred and is continuing and (ii) if the Borrower meets one, but
not both, tests for a reduction or an increase in the Applicable Rate Modifier,
then the Applicable Rate Modifier shall be the next highest level where the
Borrower satisfies both such tests. Changes in the Applicable Rate Modifier
shall take effect (with respect to Loans of any type and

-5-
12
Letters of Credit then or thereafter outstanding) five Business Days after the
date of delivery of a Compliance Certificate pursuant to clause (c) of Section
7.1.1.

"Assignee Lender" is defined in Section 10.11.1.

"Authorized Officer" means, relative to any Obligor, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to Section 5.1.1 or as such Obligor may from
time to time thereafter certify in writing to the Administrative Agent. For
purposes of the delivery of a Compliance Certificate, Authorized Officer shall
mean the chief executive officer, chief operating officer, president, principal
financial officer, treasurer, controller or any senior vice president of the
Borrower.

"Average Life" means, as at any date of determination with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
the numbers of years from such date to the date of each successive scheduled
principal payment of such debt security multiplied by the amount of such
principal payment by (ii) the sum of all such principal payments; provided,
however, that for purposes of this definition the term "scheduled principal
payment" shall be deemed to include any scheduled payments in respect of any
sinking fund obligation, mandatory redemption, acquisition or defeasance of any
such debt security.

"Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

"Benchmark Securities" means, with respect to any Lender at any time of
determination, (i) certificates of deposit issued by such Lender and
outstanding or (ii) if at such time of determination such Lender does not have
any such certificates of deposit issued and outstanding, any other outstanding
general obligations of such Lender which are both unsecured and unsupported by
a letter of credit or other form of credit enhancement device.

"Borrower" is defined in the preamble.

"Borrower Effective Date Cash on Hand" means cash of the Borrower on the
Effective Date in an amount at least equal to $180,000,000 which will be used
to pay in part the cash consideration of the Transaction.

"Borrower Stock Pledge Agreement" means the Borrower Stock Pledge
Agreement executed and delivered pursuant to Section 5.1.5, substantially in
the form of Exhibit J hereto.

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13
"Borrowing" means the Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by all Lenders on the same Business
Day and pursuant to the same Borrowing Request in accordance with Section 2.1.

"Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit A
hereto.

"Business Day" means

(a) any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in
New York City; and

(b) relative to the making, continuing, prepaying or
repaying of any LIBO Rate Loans, any day on which dealings in Dollars are
carried on in the London interbank market.

"Capital Expenditures" means, for any period, the aggregate amount
(without duplication) of all expenditures, whether paid in cash or other
consideration other than Common Stock, (including the incurrence of Capitalized
Lease Liabilities) of the Borrower and its Subsidiaries during such period to
acquire fixed or capital assets made during such period which, in accordance
with GAAP, would be classified as capital expenditures; provided, however, that
there shall be excluded from Capital Expenditures (w) Hospital Exchanges, (x)
expenditures of funds made pursuant to clause (c) of the definition of "Net
Disposition Proceeds", (y) Investments permitted under clauses (d) and (e) of
Section 7.2.5 and (z) Capital Expenditures financed with Net Equity Proceeds
specifically designated for such purpose.

"Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

"Cash Equivalent Investment" means, at any time (a) marketable direct
obligations issued or unconditionally guaranteed by the United States
Government or issued by any agency thereof and backed by the full faith and
credit of the United States, in each case maturing within one year from the
date of acquisition thereof, (b) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any

-7-
14
such state or any public instrumentality thereof maturing within one year from
the date of acquisition thereof and, at the time of acquisition, having the
highest rating obtainable from either Standard & Poor's Corporation or Moody's
Investors Service, Inc., (c) commercial paper or privately placed unsecured
general obligations of a corporation, whether redeemable at the holder's demand
for next day settlement ("master notes") or otherwise, maturing no more than
one year from the date of acquisition thereof; provided, however, that if the
issuing corporation is not a Lender (or its holding company), such
corporation's commercial paper has, at the time of acquisition of such
commercial paper or other obligation, a rating in one of the two highest rating
categories of Standard & Poor's Corporation or Moody's Investors Service, Inc.,
(d) certificates of deposit, bankers' acceptances or time deposits maturing
within one year from the date of acquisition thereof issued by a Lender and (e)
certificates of deposit, bankers' acceptances or time deposits maturing within
one year from the date of acquisition thereof issued by other commercial banks
organized under the laws of the United States of America or any state thereof
or the District of Columbia, each having combined capital and surplus of not
less than $125,000,000 or other commercial banks organized under the laws of a
foreign country, each having combined capital and surplus of not less than
$500,000,000.

"Cash Flow" means, for any Fiscal Quarter, the sum for such Fiscal Quarter
of

(a) EBITDA for such Fiscal Quarter;

minus

(b) all federal, state and foreign income taxes actually
paid by the Borrower and its Subsidiaries during such Fiscal Quarter;

minus

"Cash Flow Coverage Ratio" means, for any Fiscal Quarter, the ratio
computed for the period of four consecutive Fiscal Quarters, ending on the
close of such Fiscal Quarter (or, if less, for the period of such lesser number
of whole Fiscal Quarters to have elapsed since the Closing Date of:

(a) Cash Flow for all such Fiscal Quarters; provided,
however, that the amount of Capital Expenditures used in the computation
of Cash Flow for the final Fiscal Quarter of

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15
1994 shall be calculated by dividing (i) the sum of all amounts of Capital
Expenditures for 1994 by (ii) 4;

(b) the sum for all such Fiscal Quarters of

(i) Net Interest Expense;

plus

(ii) scheduled debt reductions pursuant to Sections
3.1.2 and 3.1.3, as such amounts may be reduced from time
to time pursuant to Section 3.1;

plus

(iii) the amount expended (other than in connection
with the Transaction) by the Borrower or its Subsidiaries
during such Fiscal Quarters in respect of the redemption,
retirement or other acquisition of Subordinated Debt
other than from the proceeds of Refunding Indebtedness
or Net Equity Proceeds.

"CERCLA" means the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended.

"Change in Control" means any Person (other than (i) any trustee under any
Plan or (ii) any underwriter, in its capacity as an underwriter in connection
with a public offering of the Borrower's Common Stock) or any two or more
Persons acting in concert shall acquire beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act), directly or indirectly, of Securities of the Borrower
(or other Securities convertible into such Securities) representing 30% or more
of the combined voting power of all Securities of the Borrower entitled to vote
in the election of directors, other than Securities having such power only by
reason of the occurrence of a triggering event which would permit the exercise
of voting power.

"Closing Date" means the date of the making of the initial Credit
Extension hereunder.

"Closing Date Certificate" means a certificate duly completed and executed
and delivered pursuant to Section 5.1.11, substantially in the form of Exhibit
E hereto.

"CMOs" means each of the 11 3/8% Class B-1 First Priority Mortgage Notes
due 2001, the 11 1/2% Class B-2 First Priority Mortgage Notes due 1998 and the
Floating Rate Class B-3 First

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16
Priority Mortgage Notes due 1998 of EPIC Properties, Inc., issued pursuant to
the CMO Indenture together with the CMO Indenture and the CMO Guaranty as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.10.

"CMO Guaranty" means the Guaranty, dated as of July 30, 1991, of EPIC
Healthcare Group, Inc. in favor of the trustee under the CMO Indenture, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with Section 7.2.10.

"CMO Indenture" means the indenture, dated as of July 30, 1991, between
EPIC Properties, Inc. as issuer and State Street Bank and Trust Company, as
trustee, and collateral agent as the same may be amended, supplemented or
otherwise modified from time to time in accordance with Section 7.2.10.

"Co-Agent" is defined in the preamble.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

"Collateral Agent" means Scotiabank in its capacity as collateral agent,
collateral administrator or having a similar title or function under any of the
Collateral Documents and includes each other Person as shall have been
appointed as successor Collateral Agent in accordance with Section 9.4.

"Collateral Documents" means the Pledge Agreements and the Intercreditor
Agreement.

"Commitment" means, as the context may require, any of the Term Loan
Commitment, Delayed Term Loan Commitment or Revolving Loan Commitment.

"Commitment Amount" means, as the context may require, any of the
Revolving Loan Commitment Amount, the Delayed Term Loan Commitment Amount or
the Term Loan Commitment Amount.

"Commitment Letter" means the confidential commitment letter, dated March
15, 1994, from Scotiabank, addressed to, and acknowledged and agreed to by, the
Borrower.

"Commitment Termination Date" means, as the context may require, any of
the Revolving Loan Commitment Termination Date, the Delayed Term Loan
Commitment Termination Date or the Term Loan Commitment Termination Date.

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17
"Commitment Termination Event" means

(a) the occurrence of any Event of Default described in
clauses (a) through (d) of Section 8.1.9 (subject to the proviso at the
end of such Section); or

(b) the occurrence and continuance of any other Event of
Default and either

(i) the declaration of the Loans to be due and
payable pursuant to Section 8.3, or

(ii) in the absence of such declaration, the giving
of notice by the Administrative Agent, acting at the
direction of the Required Lenders, to the Borrower that
the Commitments have been terminated.

"Common Stock" means the common stock of the Borrower, with a par value of
$.001 per share.

"Compliance Certificate" means a certificate duly completed and executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit
F hereto, as amended, supplemented or restated or otherwise modified from time
to time.

"Confidentiality Agreement" means a confidentiality agreement, executed
and delivered pursuant to clause (a)(iv) of Section 10.11.1 and Section 10.14,
substantially in the form of Exhibit G hereto.

"Consent" is defined in the third recital.

"Consent and Tender Document" means the Offer to Purchase and Consent
Solicitation of EPIC, EPIC Healthcare Group, Inc. and EPIC Properties, Inc.
dated March 15, 1994 and any amendments thereto.

"Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other
Person, if the primary purpose or intent thereof by the Person incurring the
Contingent Liability is to provide assurance to the obligee of such obligation
of another Person that such obligation of such other Person will be paid or
discharged, or that any agreements relating thereto will be

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18
complied with, or that the holders of such obligation will be protected (in
whole or in part) against loss in respect thereof. The amount of any Person's
obligation under any Contingent Liability shall (subject to any limitation set
forth therein) be deemed to be the outstanding principal amount (or maximum
principal amount, if larger) of the debt, obligation or other liability
guaranteed thereby.

"Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

"Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

"Credit Extension" means, as the context may require,

(a) the making of a Loan by a Lender excluding any
conversion or continuation of such Loan pursuant to Section 2.6 hereof
which does not increase the principal amount of such Loan; or

(b) the issuance of any Letter of Credit by an Issuer.

"Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

"Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

"Delayed Term Loan" is defined in Section 2.1.2.

"Delayed Term Loan Commitment" means, relative to any Lender having a
Delayed Term Loan Commitment, such Lender's obligation to make Delayed Term
Loans pursuant to Section 2.1.2.

"Delayed Term Loan Commitment Amount" means, on any date, $385,000,000, as
such amount may be reduced from time to time pursuant to Section 2.4.

"Delayed Term Loan Commitment Termination Date" means the earliest of

(a) 5:00 p.m., New York City time, on December 31, 1995;

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19
(b) the date on which the Delayed Term Loan Commitment
Amount is terminated in full or reduced to zero pursuant to Section 2.4 or
Section 3.1.5; and

Upon the occurrence of any event described in clause (b) or (c), the Delayed
Term Loan Commitments shall terminate automatically and without any further
action.

"Disbursement Date" is defined in Section 2.8.2.

"Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Administrative Agent
and the Required Lenders.

"Dollar" and the symbol "$" mean lawful money of the United States.

"Domestic Office" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other Person
party hereto.

"EBITDA" means, for any period, an amount equal to for such period,
without duplication, of

(a) Net Income;

plus

(b) Net Interest Expense;

plus

(d) amortization expense (including the amortization of
deferred loan costs) of the Borrower and its Subsidiaries;

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20
plus

(e) the depreciation expense of the Borrower and its
Subsidiaries.

"Effective Date" means the date this Agreement becomes effective pursuant
to Section 10.8.

"Eligible Assignee" means (i) a commercial bank organized under the laws
of the United States or any State thereof; (ii) a savings and loan association
or savings bank organized under the laws of the United States or any State
thereof; (iii) a commercial bank organized under the laws of any other country,
or a political subdivision thereof; provided, however, that (A) such bank is
acting through a branch or agency located in the United States or (B) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country, (iv) any affiliate of a Lender and (v) any other entity which is an
"accredited investor" (as defined in Regulation D under the Securities Act)
which extends credit or buys loans as one of its businesses including, but not
limited to, insurance companies, mutual funds and lease financing companies.

"Employee Benefit Plan" means any employee benefit plan within the meaning
of Section 3(3) of ERISA which is, or has been, sponsored or maintained by the
Borrower or any of its Subsidiaries.

"Environmental Laws" means all federal, state or local laws, rules,
regulations, plans, decrees, demand letters or orders relating to environmental
matters, pollution, waste disposal, industrial hygiene, land use or the
protection of human or animal health or welfare, including, without limitation,
those relating to any release or disposal or threatened release or disposal of
Hazardous Materials and to the generation, use, storage, transportation, or
disposal of Hazardous Materials, in any manner applicable to the Borrower or
any of its Subsidiaries or any of their respective properties.

"EPIC" has the meaning set forth in the second recital of this Agreement.

"EPIC Credit Agreement" means that certain Second Amended and Restated
Credit Agreement, dated as of September 30, 1988 and Amended and Restated as of
July 31, 1991 and September 1, 1993 among EPIC Healthcare Group, Inc., various
lenders and General Electric Capital Corporation, as administrative agent.

"EPIC Merger" has the meaning set forth in the second recital of this
Agreement.

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21
"EPIC Merger Agreement" has the meaning set forth in the second recital of
this Agreement.

"EPIC Redeemable Debt" means, collectively, the 11-7/8% Senior ESOP Notes
due September 30, 1998, the 11% Junior Subordinated Pay-in-Kind Notes due 2003
and the Zero Coupon Notes due 2001 of EPIC Healthcare Group, Inc.

"EPIC 10-7/8% Senior Subordinated Indenture" means the Indenture, dated as
of July 17, 1993 and amended in connection with the Consent between EPIC
Healthcare Group, Inc. and Bankers Trust Company, as trustee, pursuant to which
the EPIC 10-7/8% Senior Subordinated Notes were issued, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with Section 7.2.10.

"EPIC 10-7/8% Senior Subordinated Notes" means the 10-7/8% Senior
Subordinated Notes due 2003 issued pursuant to the EPIC 10- 7/8% Senior
Subordinated Indenture.

"EPIC Tendered Debt" means, collectively, the CMOs, the EPIC 10-7/8%
Senior Subordinated Notes and the EPIC 12% Senior Deferred Coupon Notes.

"EPIC Transaction" has the meaning set forth in the third recital of this
Agreement.

"EPIC 12% Senior Deferred Coupon Note Indenture" means the Indenture,
dated as of March 25, 1992, and amended in connection with the Consent between
EPIC and First Trust National Association, as trustee, pursuant to which the
12% Senior Deferred Coupon Notes were issued, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with Section
7.2 10.

"EPIC 12% Senior Deferred Coupon Notes" means the 12% Senior Deferred
Coupon Notes due 2002 issued pursuant to the 12% Senior Deferred Coupon Note
Indenture.

"Equivalent Subsidiary" means, with respect to any Subsidiary of the
Borrower (the "First Subsidiary"), any other Subsidiary of the Borrower (the
"Proposed Equivalent Subsidiary") of which the Borrower, directly or indirectly
through one or more of its Subsidiaries, owns an equivalent or greater
percentage of the Control/Beneficial Interests (as hereinafter defined) as it
does, directly or indirectly, of the First Subsidiary. For purposes of this
definition, (i) "Control/Beneficial Interests" means, with respect to any
Subsidiary of the Borrower, collectively (a) the total voting power of shares
of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the

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22
Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction
of the management and policies of such Subsidiary and (b) all rights to receive
dividends or other distributions (upon liquidation or termination of the
existence of such Subsidiary or otherwise) in respect of ownership interests in
such Subsidiary and (ii) to the extent the Borrower's ownership of the
Control/Beneficial Interests in the First Subsidiary or any Proposed Equivalent
Subsidiary is indirect through one or more of the other Subsidiaries of the
Borrower (each such Subsidiary being an "Intermediate Subsidiary"), the
Borrower's percentage ownership of the Control/Beneficial Interests in the
First Subsidiary or such Proposed Equivalent Subsidiary shall take into account
the percentage ownership by the Borrower and, where applicable, each
Intermediate Subsidiary of the Control/Beneficial Interests in each
Intermediate Subsidiary.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA also refer to any successor sections.

"Event of Default" is defined in Section 8.1.

"Excess Cash Flow" means for any period, an amount equal to, for such
period of

(a) EBITDA;

minus

(b) Capital Expenditures;

minus

(d) Net Interest Expense;

minus

(e) debt payments (including mandatory prepayments made
pursuant to Section 3.1.5 in an amount equal to such prepayment), as such
amounts may be reduced from time to time pursuant to Section 3.1, plus an
amount equal to the amount, if any, by which such scheduled principal
payments

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23
were reduced by the chronological order of payment application of
voluntary prepayments.

"Excluded Taxes" is defined in Section 4.6.

"Existing Administrative Agent" is defined in Section 4.11.

"Existing Healthtrust Subordinated Debenture Indenture" means the
Indenture, dated as of March 30, 1993 between the Borrower and The First
National Bank of Boston, as trustee, pursuant to which the Existing Healthtrust
Subordinated Debentures were issued as amended, supplemented or otherwise
modified from time to time in accordance with Section 7.2.10.

"Existing Healthtrust Subordinated Debentures" means the $300,000,000
aggregate principal amount of 8-3/4% Subordinated Debentures due 2005 issued by
the Borrower pursuant to the Existing Healthtrust Subordinated Debenture
Indenture.

"Existing Healthtrust Subordinated Note Indenture" means the Indenture,
dated as of May 1, 1992, between the Borrower and The First National Bank of
Boston, as trustee, pursuant to which the Existing Healthtrust Subordinated
Notes were issued as amended, supplemented or otherwise modified from time to
time in accordance with Section 7.2.10.

"Existing Healthtrust Subordinated Notes" means the $500,000,000 aggregate
principal amount of 10-3/4% Subordinated Notes due 2002 issued by the Borrower
pursuant to the Existing Healthtrust Subordinated Note Indenture.

"Existing Subsidiaries" is defined in Section 6.8.

"Facility" means a general acute care hospital owned or leased by the
Borrower or any of its Subsidiaries.

"Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

(a) the weighted average of the rates on overnight
federal funds transaction with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.

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24
"Fee Letter" means the confidential fee letter, dated March 15, 1994, from
Scotiabank, addressed to, and acknowledged and agreed to by, the Borrower.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive calendar months
ending August 31; references to a Fiscal Year with a number corresponding to
any calendar year (e.g., the "1994 Fiscal Year") refer to the Fiscal Year
ending on the August 31 occurring during such calendar year.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

"GAAP" is defined in Section 1.4.

"Good Faith Contest" means the contest of any dispute or inquiry if (a)
the dispute or inquiry is diligently contested in good faith by appropriate
proceedings timely instituted; (b) adequate reserves are established with
respect to the contested dispute or inquiry; (c) during the period of such
contest, the enforcement of the contested item is effectively stayed and (d)
the failure to pay or comply with the contested item during the period of such
contest is not reasonably likely to result in a Material Adverse Effect.

"Hazardous Material" means

(a) any "hazardous substance", as defined by CERCLA;

(b) any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

(d) any asbestos in any form or condition;

(e) any polychlorinated biphenyls in any form or
condition;

(f) any radioactive material, including any source,
special nuclear or by-product material as defined at 42 U.S.C. 2011 et
seq.;

(g) any sediment which would be considered toxic,
hazardous or contaminated under any Environmental Law; or

(h) any pollutant or contaminant or hazardous, dangerous
or toxic chemical, material or substance within

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25
the meaning of any other applicable federal, state or local law,
regulation, ordinance or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste, substance or
material, all as amended or hereafter amended.

"Health Care JV's" means a joint venture which is a provider of medical,
surgical or other health care services or any business related to the business
of the Borrower or its Subsidiaries but is not the owner or lessee of a
Facility.

"Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under any Rate Protection Agreement.

"herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.

"Holy Cross" has the meaning set forth in the fourth recital.

"Hospital Exchanges" means any sale, transfer, lease, contribution,
conveyance or other exchange (collectively, an "Exchange") to or with a Person
of a Facility in an Exchange of a like nature for a general acute care hospital
of such Person or its Affiliate to the Borrower or any of its Subsidiaries,
whether in a single transaction or a series of related transactions; provided,
however, that

(a) no Default shall have occurred or be continuing
either immediately prior to such Exchange or after giving effect thereto;

(b) the general acute care hospital and other
consideration which the Borrower or its Subsidiaries receives as a result
of such Exchange is, unless otherwise consented to by the Required
Lenders, of an equal or greater value (as determined by the Borrower in
its reasonable judgment which determination with respect to a Hospital
Exchange in a single transaction or series of related transactions has a
value in excess of $50,000,000 shall be evidenced by a resolution of the
Borrower's board of directors) than the general acute care hospital
transferred and other consideration given by the Borrower or its
Subsidiary in such Exchange;

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26
Borrower or its Subsidiary within three months of the initial Exchange; and

(d) after giving effect to such Exchange, the Borrower
shall be in compliance with Section 7.2.4, calculated on a pro forma basis
as if such Exchange had occurred at the beginning of the applicable
calculation period.

"Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial
statement of any Obligor, any qualification or exception to such opinion or
certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination of
matters relevant to such financial statement not in accordance with
generally accepted auditing standards; or

(c) which relates to the treatment or classification of
any item in such financial statement and which, as a condition to its
removal, would require an adjustment to such item the effect of which
would be to cause such Obligor to be in default of any of its obligations
under Section 7.2.4.

"Including" means including without limiting the generality of any
description preceding such term.

"Indebtedness" of any Person means, without duplication:

(a) all indebtedness of such Person for borrowed money
and all obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments;

(b) all obligations, contingent or otherwise, relative
to the face amount of all letters of credit, whether or not drawn, and
banker's acceptances issued for the account of such Person;

(c) all obligations of such Person as lessee under
leases which have been or should be, in accordance with GAAP, recorded as
Capitalized Lease Liabilities;

(d) if included as liabilities in accordance with GAAP,
all obligations of such Person to pay the deferred purchase price of
property or services which purchase price is due more than six months from
the date of incurrence of the obligation in respect thereof, and
indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned by such Person (including indebtedness

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27
arising under conditional sales or other title retention agreements),
whether or not such indebtedness shall have been assumed by such Person or
is limited in recourse; provided, however, that in the case of any
indebtedness described in this clause (d) which is neither assumed by such
Person nor recourse to the credit of such Person, the amount of such
indebtedness shall be deemed to be an amount equal to the lesser of the
principal amount of such indebtedness and the aggregate book value of the
property and assets of such Person securing such indebtedness; and

(e) all Contingent Liabilities of such Person in respect
of any type of indebtedness described in clauses (a) through (d).

For all purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any majority-owned partnership or majority-owned
joint venture in which such Person is a general partner, but shall not include
the Indebtedness of any minority-owned partnership or minority-owned joint
venture in which such Person is a general partner.

"Indemnified Liabilities" is defined in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.

"Indentures" means, collectively, the CMO Indenture, the EPIC 10-7/8%
Senior Subordinated Indenture, the EPIC 12% Senior Deferred Coupon Note
Indenture, the Existing Healthtrust Subordinated Note Indenture and the
Existing Healthtrust Subordinated Debenture Indenture.

"Interest Coverage Ratio" means, as of the last day of any Fiscal Quarter,
the ratio computed for the period of four consecutive Fiscal Quarters, ending
on the close of such Fiscal Quarter (or, if less, for the period of such lesser
number of whole Fiscal Quarters to have elapsed since the Closing Date) of:

(a) EBITDA for such period

(b) Net Interest Expense for such period.

"Interest Expense" means, for any period, the aggregate consolidated
interest expense of the Borrower and its Subsidiaries for such period,
including, without duplication, all fees owed with respect to and all net
payments in respect of Hedging Obligations, commitment fees owed with respect
to the Commitments, fees owed with respect to Letters of Credit but excluding
the amortization or write-off of deferred loan costs.

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28
"Interest Income" means, for any period, the aggregate consolidated
interest income of the Borrower and its Subsidiaries for such period.

"Interest Period" means, relative to any LIBO Rate Loans, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.5 or
2.6 and shall end on (but exclude) the day which numerically corresponds to
such date one, two, three, six and, if available (in the judgment of the
Administrative Agent), nine or twelve months thereafter (or, if such month has
no numerically corresponding day, on the last Business Day of such month), in
each case as the Borrower may select in its relevant notice pursuant to Section
2.5 or 2.6; provided, however, that

(a) the Borrower shall not be permitted to select
Interest Periods to be in effect at any one time which have expiration
dates occurring on more than ten different dates; provided, however, that
if any Loans have Interest Periods of the same duration and ending on the
same date, there shall be deemed to be one Interest Period for all such
Loans;

(b) if such Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is the
first Business Day of a calendar month, in which case such Interest Period
shall end on the Business Day next preceding such numerically
corresponding day); and

"Inverse Order Amount" is defined in Section 3.1.5.

"Investment" means (i) any investment in any Person, whether by means of
share purchase, capital, equity or similar contribution, loan, advance, time
deposit or otherwise (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), (ii) without
duplication of clause (i), becoming a party to any joint venture or partnership
or (iii) without duplication of clause (i) or (ii), an acquisition (whether by
purchase, lease or otherwise) of a Facility or any Person owning, leasing or
managing a Facility whether through share purchase or otherwise; provided,
however, that the term "Investment" shall not include the contribution of an
asset which is not a Facility by the Borrower to a not-for-profit corporation
or other not-for-profit entity. The amount of any Investment shall be the
original principal or capital amount

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29
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made
by the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the book value of such
property.

"Issuance Request" means an issuance request duly completed and executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit
B hereto.

"Issuer" means, with respect to each Letter of Credit, the Lender which
agrees, or is otherwise obligated, to issue such Letter of Credit as provided
in Section 2.8.7.

"JV Subsidiary" means any Subsidiary of the Borrower which is a joint
venture.

"Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit D hereto.

"Lenders" is defined in the preamble.

"Letter of Credit" means an irrevocable standby letter of credit issued by
an Issuer in form and substance satisfactory to such Issuer.

"Letter of Credit Outstandings" means, on any date, an amount equal to the
sum (without duplication) of

(a) the then aggregate amount which is undrawn and
available under all Letters of Credit issued and outstanding for the
account of the Borrower

plus

(b) the then aggregate amount of all unpaid and
outstanding Reimbursement Obligations of the Borrower.

"LIBO Rate" means, relative to any Interest Period for a LIBO Rate Loan,
the rate of interest equal to the average (rounded upwards, if necessary, to
the nearest 1/100 of 1%) of the rates per annum at which Dollar deposits in
immediately available funds are offered to each Reference Lender's LIBOR Office
in the London interbank market as at or about 11:00 a.m., London time, two
Business Days prior to the beginning of such Interest Period for delivery on
the first day of such Interest Period, and in an amount approximately equal to
the amount of such Reference Lender's LIBO Rate Loan and for a period
approximately equal to such Interest Period.

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30
"LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

"LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any
Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined pursuant to the following formula:

LIBO Rate
LIBO Rate = -------------------------------
(Reserve Adjusted) 1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for a LIBO Rate
Loan will be determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect on the date which is, and the applicable rates
furnished to and received by the Administrative Agent from the Reference
Lenders, two Business Days before the first day of such Interest Period.

"LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender as designated from time
to time by notice from such Lender to the Borrower and the Administrative
Agent, whether or not outside the United States, which shall be making or
maintaining LIBO Rate Loans of such Lender hereunder.

"LIBOR Reserve Percentage" means, relative to any Interest Period for a
LIBO Rate Loan, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

"Lien" means any security interest, mortgage, financing lease (other than
where the Borrower or a Subsidiary of the Borrower is the lessor), pledge,
hypothecation, assignment, deposit arrangement, encumbrance of any kind
(including any conditional sale or title retention agreement (other than where
the Borrower or any of its Subsidiaries is the seller)), lien (statutory or
otherwise) or any agreement to give any security interest.

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31
"Loan" means, as the context may require, either a Revolving Loan, a
Delayed Term Loan or a Term Loan of any type.

"Loan Document" means this Agreement, the Borrower Stock Pledge Agreement,
the Subsidiary Guaranty, the Subsidiary Stock Pledge Agreement, the Rate
Protection Agreements, if any, the Fee Letter and the Commitment Letter.

"Material Adverse Effect" means a material adverse effect on (i) the
business, operations, properties, assets or condition (financial or otherwise)
of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the
Borrower to perform its Obligations or (iii) the ability of one or more
Subsidiaries of the Borrower, which Subsidiaries, individually or in the
aggregate, account for more than 10.0% of the consolidated net revenues or more
than 10.0% of the consolidated net assets of the Borrower (as calculated as of
the Closing Date until August 31, 1994 and thereafter for the Borrower's most
recent Fiscal Year end) to perform their respective Obligations.

"Maximum Rate Modifier" has the meaning assigned to that term in the
definition of "Applicable Rate Modifier."

"Memorandum" means the confidential memorandum dated March 1994 relating
to the Transaction distributed to the Lenders.

"Memorial" has the meaning set forth in the fifth recital.

"Minority Subsidiaries" means, at any time, those Subsidiaries of the
Borrower which do not individually or in the aggregate account for more than
10% of the consolidated net revenues or more than 10% of the consolidated net
assets of the Borrower and its Subsidiaries (in each case as calculated on the
Closing Date and thereafter for the Borrower's most recent Fiscal Year end);
provided, however, that in making such determination (i) EPIC and its
Subsidiaries shall be excluded from such calculation for the period commencing
on the Closing Date and ending on the 90th day after the Closing Date and (ii)
EPIC Properties, Inc. shall be excluded from such calculation until such time
that all of the CMOs have been redeemed or otherwise retired.

"Minority Venture" means any entity which owns a general acute care
hospital or Other Health Care Facility or is a Health Care JV, which entity is
not a Subsidiary of the Borrower.

"Net Accounts Proceeds" means, with respect to the Borrower or any of its
Subsidiaries in connection with the sale or disposition (collectively, a
"Disposition") of the type described in clause (d) of the definition of
"Permitted Disposition", the excess of

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32
(a) the gross cash and Cash Equivalent proceeds received
from such Disposition of Accounts

less

(b) all reasonable fees, commissions, discounts, costs
and other expenses incurred in connection with such Disposition,
including, without limitation, legal, investment banking, accounting and
other professional fees, disbursements and expenses and all taxes actually
paid or estimated (in good faith) in connection with such Disposition of
Accounts which have not been paid to Affiliates of the Borrower or any of
its Subsidiaries (other than customary fees on terms no less favorable to
the Borrower or such Subsidiary than would be obtained in a comparable
arm's length transaction in connection with such Disposition); provided,
however, that if the amount of estimated taxes referred to above for any
such Disposition, if any, exceeds the amount of taxes actually paid in
cash in respect of such sale for the Fiscal Year in which such Disposition
occurred, the aggregate amount of such excess shall be immediately applied
in accordance with Section 3.1.5 as Net Accounts Proceeds.

"Net Debt Proceeds" means, with respect to the Borrower or any of its
Subsidiaries in connection with the incurrence of any Refunding Indebtedness
permitted under clause (a) of Section 7.2.2, the excess of

(a) the gross cash proceeds received from such
Indebtedness

less

(b) all reasonable fees, commissions, discounts, costs
and other expenses incurred in connection with such Indebtedness,
including without limitation, fees and expenses with respect to
underwriting or placement commissions, legal, investment banking,
accounting and other professional fees, disbursements and expenses and any
governmental fees which have not been paid to Affiliates of the Borrower
or any of its Subsidiaries (other than customary fees on terms no less
favorable to the Borrower or such Subsidiary than would be obtained in a
comparable arm's length transaction in connection with such Indebtedness).

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33
"Net Disposition Proceeds" means, with respect to (x) any disposition of
the type described in clause (b), (c) or (e) of, or the proviso contained in,
the definition of "Permitted Disposition", or (y) any cash or Cash Equivalent
consideration received by the Borrower or any of its Subsidiaries in connection
with a Hospital Exchange, the excess of

(a) the gross cash and Cash Equivalent proceeds received
as a result of such Permitted Disposition

less

(b) all reasonable fees and expenses with respect to
legal, investment banking, brokerage and accounting and other professional
fees, sales commissions and disbursements actually incurred in connection
with such Permitted Disposition and all taxes actually paid or estimated
(in good faith) in connection with such Permitted Disposition which have
not been paid to Affiliates of the Borrower or any of its Subsidiaries
(other than customary fees on terms no less favorable to the Borrower or
such Subsidiary than would be obtained in a comparable arm's length
transaction in connection with such Permitted Disposition); provided,
however, that if the amount of estimated taxes referred to above for any
Permitted Disposition, if any, exceeds the amount of taxes actually paid
in cash in respect of such Permitted Disposition for the Fiscal Year in
which such Permitted Disposition occurred, the aggregate amount of such
excess shall be immediately applied in accordance with Section 3.1.5 as
Net Disposition Proceeds

less

(c) the amount of such cash proceeds that are to be used
as all or part of the cash consideration to acquire general acute care
hospitals or other healthcare businesses within one year of the date of
the consummation of such Disposition (the "Acquisition Period"); provided,
however, that if all or any part of such proceeds are not so used to
acquire general acute care hospitals or other healthcare businesses during
the relevant Acquisition Period then such unused proceeds shall be deemed
to be Net Disposition Proceeds received by the Borrower or its Subsidiary,
as the case may be, on the last day of such Acquisition Period and shall
be immediately applied in accordance with Section 3.1.5.

"Net Equity Proceeds" means, with respect to the Borrower or any of its
Subsidiaries in connection with the sale or issuance of any equity security,
the excess of

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34
(a) the gross cash and Cash Equivalent proceeds received
from such sale or issuance

less

(b) all reasonable fees, commissions, discounts, costs
and other expenses incurred in connection with such sale or issuance,
including without limitation, fees and expenses with respect to
underwriting or placement commissions, legal, investment banking,
accounting and other professional fees, disbursements and expenses and any
governmental fees which have not been paid to Affiliates of the Borrower
or any of its Subsidiaries (other than customary fees on terms no less
favorable to the Borrower or such Subsidiary than would be obtained in a
comparable arm's length transaction in connection with such sale or
issuance).

"Net Income" means, for any period, all amounts which, in accordance with
GAAP, would be included as net income on the consolidated statements of income
of the Borrower and its Subsidiaries for such period; provided, however, that
such amount shall exclude (i) extraordinary gains and extraordinary non-cash
losses, (ii) non-cash gains and non-cash losses relating to asset sales,
dispositions and write-downs and (iii) premiums, consent payments and similar
expenses related to the Tenders and Consents.

"Net Interest Expense" means, for any period, an amount equal to Interest
Expense for such period less Interest Income for such period.

"Net Worth" means, at any time, all amounts which, in accordance with
GAAP, would be included under shareholders' equity on a consolidated balance
sheet of the Borrower and its Subsidiaries at such time; provided, however,
that if the Borrower has repurchased any of its Common Stock pursuant to clause
(a)(iii) of Section 7.2.6, Net Worth shall include an amount equal to the
lesser of (i) the amount of Common Stock the Borrower intends to contribute
within the next twelve months pursuant to clause (a)(iii) of Section 7.2.6 to
the extent that such contribution would receive recognition in accordance with
GAAP if it were in fact contributed on the date of determination and (ii) 75%
of the market value of the Borrower's Common Stock held in its treasury and
available for any future planned contributions.

"1992 Credit Agreement" is defined in the first recital.

"Non-CMO Debt" means the EPIC 12% Senior Deferred Coupon Notes and the
EPIC 10-7/8% Senior Subordinated Notes.

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"Note Offering" has the meaning set forth in the eighth recital.

"Notification Date" is defined in Section 2.8.

"Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement, any Letter of Credit and each other Loan Document.

"Obligor" means the Borrower or any of its Subsidiaries party to and
obligated under any Loan Document.

"Organic Document" means, relative to any corporate Obligor, its
certificate of incorporation, its by-laws and all shareholder agreements,
voting trusts and similar arrangements, in each case to which such Obligor is a
party, applicable to any of its authorized shares of capital stock.

"Other Acquisitions" has the meaning set forth in the fifth recital.

"Other Health Care Facility" means a health care facility having inpatient
capacity which is not a Facility.

"Other Tax Forms" is defined in Section 4.6.

"Other Transactions" has the meaning set forth in the fifth recital.

"Participant" is defined in Section 10.11.2.

"Payee" is defined in Section 4.6.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the
Borrower, a member of a Controlled Group, may have liability, including any
liability by reason of having been a substantial employer within the meaning of
section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under section 4069 of ERISA.

"Percentage" means, relative to any Lender, the percentage for the
applicable Commitment set forth opposite the name of such Lender on Schedule IV
hereto or set forth in the Lender

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Assignment Agreement, as such percentage may be adjusted from time to time
pursuant to Lender Assignment Agreement(s) executed by such Lender and its
assignee Lender(s) and delivered pursuant to Section 10.11.

"Permitted Disposition" means any sale, transfer, lease, contribution,
conveyance or other disposition (collectively, a "Disposition") of, or the
grant of options or warrants the exercise of which would constitute a
Disposition of, any assets of the Borrower or any of its Subsidiaries, whether
in a single transaction or a series of related transactions, to any Person, but
only if

(a) such Disposition is either (i) made in the ordinary
course of business of the Borrower or a Subsidiary of the Borrower
(including, without limitation, the sale of Accounts to a collection
agency or other entity, which Accounts such obligee determines cannot be
collected by it or are more likely to be collected by the purchaser
thereof), (ii) a Disposition from the Borrower to any of its wholly-owned
Subsidiaries or a Subsidiary of the Borrower to the Borrower or to an
Equivalent Subsidiary, (iii) a lease (on a short-term or long-term basis)
to another Person of assets determined by the Borrower, in its reasonable
judgment to be no longer useful or necessary in the operations or
businesses of the Borrower and its Subsidiaries and the rental payments
are not less than the fair market rental value for the assets subject to
such lease, (iv) permitted by clause (a) of Section 7.2.8, (v) a
Disposition (or series of related Dispositions) of assets having an
aggregate fair market value equal to or less than $1,000,000, (vi) a
contribution of assets made by the Borrower or any of its Subsidiaries
permitted as an Investment pursuant to clauses (c) and (d) of Section
7.2.5 or (vii) a Hospital Exchange;

(b) such Disposition is made in connection with a sale
and leaseback transaction involving the sale of capital assets of the
Borrower or any of its Subsidiaries to a Person other than the Borrower or
any of its Subsidiaries and (i) such sale of such capital assets is for an
amount not less than the fair market value thereof, (ii) no Default shall
have occurred or be continuing either immediately prior to such
disposition or after giving effect thereto, (iii) the rental payments of
the lease relative to such transaction shall not be greater than the fair
market rental value (unless such lease constitutes a Capitalized Lease
Liability) for the assets subject to such lease and (iv) in the case of a
sale or in a related series of sales for an amount in excess of
$15,000,000, at least 75% of the consideration for such sale shall be in
cash;

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(c) such Disposition is made with respect to (i) any
Securities (other than Securities constituting Cash Equivalent
Investments) of any of the Borrower's Subsidiaries, (ii) all or
substantially all of the assets of any division or line of business of the
Borrower or any of its Subsidiaries, (iii) one or more Facilities or (iv)
any other asset which is not of the type described in clauses (a) or (b),
or a division or line of business or any interest in any of the foregoing
of the Borrower or any of its Subsidiaries; provided, however, that (i)
with respect to any assets having a fair market value in excess of
$1,000,000, any such sale or other disposition is made for at least the
fair market value of such assets and (ii) any such Disposition of more
than $25,000,000 in value of assets in any one transaction or a related
series of transactions shall be permitted only if the Borrower's Board of
Directors shall have adopted a resolution confirming that the
consideration to be received in connection with such sale or other
disposition is at least equal to the fair market value of such assets;
provided, however, that upon the receipt by the Borrower of any cash in
respect of any part of such non-cash consideration, such cash shall be
immediately applied in accordance with Section 3.1.5 as Net Disposition
Proceeds;

(d) such Disposition is made in respect of Accounts;
provided, however, (i) the sole consideration for such Disposition is cash
and Cash Equivalent Investments and (ii) if such Disposition is made with
recourse to the Borrower, (x) the aggregate recourse liability, if any, of
the Borrower in connection with any such Disposition (to the extent such
liability relates to the failure of any account debtor with respect to any
of such Accounts to make any payments in respect thereof) shall not exceed
10% of the face amount of the Accounts sold or otherwise disposed of, and
(y) the consideration received by the Borrower and its Subsidiaries in
connection with any such Disposition is not less than 90% of the face
value of such Accounts; provided, further, however, that this Section
shall not apply to any Disposition of Accounts if such Disposition is in
connection with the Disposition of a Facility that is otherwise permitted
by this Agreement;

(e) such Disposition is made in connection with an
exchange or sale and acquisition of capital assets of the Borrower or any
of its Subsidiaries to a Person other than the Borrower or any of its
Subsidiaries and (i) such exchange or sale and acquisition of such capital
assets is for an amount not less than the fair market value thereof and
(ii) no Default shall have occurred or be continuing

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either immediately prior to such disposition or after giving effect
thereto; or

(f) the terms of the option or warrant so granted are
for a Disposition which would constitute a Disposition of the type
referred to in clause (a), (b), (c), (d) or (e) above;

provided, however, that (i) any Disposition (or series of related Dispositions)
by any Minority Venture of assets having an aggregate fair market value equal
to or greater than $1,000,000 shall constitute a "Permitted Disposition"
hereunder and all cash dividends or cash returns of capital aggregating
$1,000,000 or more received by the Borrower or any of its Subsidiaries in
connection therewith shall be applied as Net Disposition Proceeds, (ii) the
receipt by the Borrower or any of its Subsidiaries of non-cash consideration
must comply with Section 7.2.5 and (iii) upon the receipt by the Borrower or
any of its Subsidiaries of any cash in respect of any non-cash dividends or
non-cash consideration, such cash shall, to the extent such cash constitutes
Net Disposition Proceeds, be immediately applied in accordance with Section
3.1.5.

"Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency or any other entity,
whether acting in an individual, fiduciary or other capacity.

"Plan" means any Pension Plan or Welfare Plan.

"Pledge Agreements" means the Borrower Stock Pledge Agreement and the
Subsidiary Stock Pledge Agreement, collectively.

"Pledged Shares" or "Pledged Stock" means any shares of stock pledged to
the Collateral Agent pursuant to the Pledge Agreements.

"Prepayment Amount" is defined in Section 3.1.5.

"Principal Reduction Dates" means each date on which a scheduled principal
payment of Term Loans or Delayed Term Loans, as the case may be, is due as set
forth in Section 3.1.2 or Section 3.1.3 or, if such a date is not a Business
Day, the immediately succeeding Business Day.

"Pro-Rata Amount" is defined in Section 3.1.5.

"Public Offering" has the meaning set forth in the eighth recital.

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"Quarterly Payment Date" means the last Business Day of each March, June,
September and December.

"Rate Protection Agreement" means any interest rate swap agreement,
interest rate cap agreement or interest rate collar agreement, and any other
agreement or arrangement designed to protect a Person against fluctuations in
interest rates or currency exchange rates and entered into by the Borrower with
any Lender hereunder.

"Reference Lenders" means Scotiabank and Citicorp USA, Inc. or such other
Lenders as may be agreed to by the Borrower and the Required Lenders.

"Refund" with respect to any Indebtedness means, as the context may
require, to purchase, repurchase, redeem, retire, defease or refinance any
portion of such Indebtedness and "Refunded" and "Refunding" shall have
correlative meanings.

"Register" is defined in Section 10.15.

"Registration Statement" has the meaning set forth in the eighth recital.

"Reimbursement Obligation" is defined in Section 2.8.3.

"Release" means a "release", as such term is defined in CERCLA.

"Replacement Event" means, with respect to any Lender, (i) if the
Benchmark Securities of such Lender are rated by both Standard & Poor's
Corporation ("S&P") and Moody's Investors Service, Inc. ("Moody's"; together
with S&P, the "Primary Raters") (or, in the event that either of the Primary
Raters does not then rate the Benchmark Securities of such Lender, if such
Benchmark Securities are rated by one Primary Rater and by any other rating
organization (an "Alternative Rater") whose ratings of securities of the same
type as such Benchmark Securities are widely accepted in the financial and
business community), the downgrading by both Primary Raters (or by the
applicable Primary Rater and the Alternative Rater) of the Benchmark Securities
of such Lender below a rating of BBB- or Baa3 (or the equivalent rating of such
Alternative Rater), respectively or (ii) if the Benchmark Securities of such
Lender are rated by only one Primary Rater or only by an Alternative Rater, the
downgrading by such Primary Rater or such Alternative Rater, as the case may
be, of the Benchmark Securities of such Lender below a rating of BBB- or Baa3
(or the equivalent rating of the Alternative Rater), respectively.

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"Replacement Event Lender" is defined in clause (b) of Section 4.12.

"Replacement Lender" is defined in Section 4.11.

"Replacement Notice" is defined in Section 4.11.

"Required Lenders" means Lenders holding in excess of 50% of the aggregate
principal amount of the Loans and the unborrowed Revolving Loan Commitments and
Delayed Term Loan Commitments, or, if no Loans are outstanding, Lenders having
in excess of 50% of the aggregate Commitments.

"Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to
time.

"Revolving Loan" is defined in Section 2.1.3.

"Revolving Loan Commitment" means, relative to any Lender having a
Revolving Loan Commitment, such Lender's obligation to make Revolving Loans
pursuant to Section 2.1.3.

"Revolving Loan Commitment Amount" means, on any date, $400,000,000;
provided, however, that such amount shall be reduced from time to time pursuant
to Section 2.4.

"Revolving Loan Commitment Availability" means at any time the Revolving
Loan Commitment Amount less, at such time, (i) the aggregate principal amount
of Revolving Loans and (ii) Letter of Credit Outstandings.

"Revolving Loan Commitment Termination Date" means the earlier to occur of

(a) 5:00 p.m., New York City time, on June 1, 2001; and

(b) the date on which any Commitment Termination Event
occurs.

Upon the occurrence of any event described in clause (b), the Revolving Loan
Commitments shall terminate automatically and without any further action.

"Scotiabank" is defined in the preamble.

"Securities" means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing
agreement, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured,

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convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

"Solvent", as applied to any Person, means, as at the date of
determination, that (i) the then fair saleable value of the property of such
Person is (A) greater than the total amount of liabilities (including
Contingent Liabilities) of such Person and (B) greater than the amount that
will be required to pay the probable liabilities of such Person's then existing
debts as they become absolute and matured, (ii) such Person's capital is not
unreasonably small in relation to its business or any contemplated or
undertaken transaction and (iii) such Person does not intend to incur, or does
not believe or should not reasonably believe that it will incur, debts beyond
its ability to pay such debts as they become due.

"Stated Amount" for any Letter of Credit on any day means the amount which
is undrawn and available under such Letter of Credit on such day (after giving
effect to any drawings thereon on such day).

"Stated Expiry Date" is defined in Section 2.8.

"Stated Maturity Date" means for each Loan, June 1, 2001, as such date for
any such Loan may be adjusted pursuant to Sections 2.4 and 3.1.

"Subordinated Debt" means (i) the Subordinated Notes, the Existing
Healthtrust Subordinated Notes, the Existing Healthtrust Subordinated
Debentures, the EPIC 10-7/8% Senior Subordinated Notes and the EPIC 12% Senior
Deferred Coupon Notes and (ii) all other unsecured Indebtedness of the Borrower
for money borrowed which is subordinated, upon terms satisfactory to the
Administrative Agent and the Required Lenders, in right of payment to the
payment in full in cash of all Obligations.

"Subordinated Notes" means the $200,000,000 aggregate principal amount of
Subordinated Notes issued by the Borrower pursuant to the Existing Healthtrust
Subordinated Note Indenture.

"Subsidiary" means, with respect to any Person, (i) any for profit
corporation of which more than 50% of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more

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other Subsidiaries of such Person, or (ii) any for profit partnership, joint
venture or other entity as to which such Person, such Person and one or more of
its Subsidiaries or one or more Subsidiaries of such Person has or have the
power to direct or cause the direction of management and policies, or the power
to elect the managing general partner (or the equivalent), of such partnership,
joint venture or other entity, as the case may be; provided, however, that no
Plan shall be deemed a Subsidiary of the Borrower.

"Subsidiary Guarantor" means, on the Closing Date, each Subsidiary of the
Borrower (other than EPIC and its Subsidiaries and the JV Subsidiaries) party
to the Subsidiary Guaranty, and, thereafter, each Subsidiary of the Borrower
that is required pursuant to Section 7.1.9 to execute and deliver a guaranty in
substantially the form of the Subsidiary Guaranty.

"Subsidiary Guaranty" means the Subsidiary Guaranty executed and delivered
pursuant to Section 5.1.4, substantially in the form of Exhibit H hereto.

"Subsidiary Stock Pledge Agreement" means the Subsidiary Stock Pledge
Agreement, executed and delivered pursuant to Section 5.1.5, substantially in
the form of Exhibit I hereto.

"Supplemental Indentures" is defined in the third recital.

"Taxes" is defined in Section 4.6.

"Tender" is defined in the third recital.

"Tennessee Acquisition" has the meaning set forth in the fourth recital.

"Tennessee Purchase Agreement" has the meaning set forth in the fourth
recital.

"Term Loan" is defined in Section 2.1.1.

"Term Loan Commitment" means, relative to any Lender having a Term Loan
Commitment, such Lender's obligation to make Term Loans pursuant to Section
2.1.1.

"Term Loan Commitment Amount" means, on any date, $415,000,000.

"Term Loan Commitment Termination Date" means the earliest of

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(a) June 30, 1994 (if the Term Loans have not been made
on or prior to such date);

(b) the date immediately following the Closing Date; and

Upon the occurrence of any event described in clauses (b) or (c), the Term Loan
Commitments shall terminate automatically and without any further action.

"Total Debt to EBITDA Coverage Ratio" means, as at any date of
determination thereof, the ratio of (a) the total principal amount of
consolidated Indebtedness of the Borrower and its Subsidiaries outstanding on
such date of determination to (b) EBITDA for the four consecutive Fiscal
Quarter period ending on or prior to such date of determination (or for such
lesser number of whole Fiscal Quarters which have ended since the Closing Date
on an annualized basis).

"Transaction" means, collectively, the Public Offering, the Note Offering,
together with the refinancing of amounts outstanding under the Existing Credit
Agreement, the EPIC Transaction and the Other Transactions.

"type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

"United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

"Welfare Plan" means a "welfare plan", as such term is defined in Section
3(1) of ERISA.

SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each Note, Borrowing Request, Issuance Request, Continuation/Conversion Notice,
Closing Date Certificate, Compliance Certificate, Confidentiality Agreement,
Acknowledgment, Loan Document, notice and other communication delivered from
time to time in connection with this Agreement or any other Loan Document.

SECTION 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in
any Article,

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44
Section or definition to any clause are references to such clause of such
Article, Section or definition.

SECTION 1.4. Accounting and Financial Determinations. Unless otherwise
specified, (i) all accounting terms used herein or in any other Loan Document
shall be interpreted, all accounting determinations and computations hereunder
or thereunder (including under Section 7.2.4) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall be prepared
in accordance with, those generally accepted accounting principles ("GAAP")
applied in the preparation of the financial statements referred to in Section
6.5 and (ii) except as otherwise expressly provided, all accounting
determinations and computations hereunder or under any other Loan Documents
(including under Section 7.2.4) shall be made without duplication and on a
consolidated basis for the Borrower and its Subsidiaries.

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES,
LETTERS OF CREDIT AND REGISTER

SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Article V), (i) each Lender severally agrees to make
Loans pursuant to the Commitments described in this Section 2.1 and (ii) the
Issuer agrees that it will issue Letters of Credit pursuant to Section 2.1.4,
and each other Lender having a Revolving Loan Commitment severally agrees that
it will purchase participation interests in such Letters of Credit pursuant to
Section 2.8.1.

SECTION 2.1.1. Term Loan Commitment. On the Closing Date, but in no
event on or after the Term Loan Commitment Termination Date, each Lender having
a Term Loan Commitment will make Loans (relative to such Lender, its "Term
Loans") to the Borrower in a single Borrowing equal to such Lender's Percentage
of the aggregate amount of the Borrowing of Term Loans requested by the
Borrower to be made on such day. The Commitment of each Lender described in
this Section 2.1.1 is herein referred to as its "Term Loan Commitment". No
amounts paid or prepaid with respect to Term Loans may be reborrowed.

SECTION 2.1.2. Delayed Term Loan Commitment. From time to time on any
Business Day occurring on or after the Closing Date and prior to the Delayed
Term Loan Commitment Termination Date, each Lender having a Delayed Term Loan
Commitment will make Loans (relative to such Lender, its "Delayed Term Loans")
to the Borrower equal to such Lender's Percentage of the aggregate amount of
the Borrowing of Delayed Term Loans requested by the

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45
Borrower to be made on such day. The Commitment of each Lender described in
this Section 2.1.2 is herein referred to as its "Delayed Term Loan Commitment".
No amounts paid or prepaid with respect to Delayed Term Loans may be
reborrowed.

SECTION 2.1.3. Revolving Loan Commitment. From time to time on any
Business Day occurring on or after the Closing Date and prior to the Revolving
Loan Commitment Termination Date, each Lender having a Revolving Loan
Commitment will make Loans (relative to such Lender, its "Revolving Loans") to
the Borrower equal to such Lender's Percentage of the aggregate amount of the
Borrowing of the Revolving Loans requested by the Borrower to be made on such
day. The Commitment of each Lender described in this Section 2.1.3 is herein
referred to as its "Revolving Loan Commitment". On the terms and subject to
the conditions hereof, the Borrower may from time to time borrow, prepay and
reborrow the Revolving Loans.

SECTION 2.1.4. Letter of Credit Commitments. From time to time on any
Business Day occurring on or after the Closing Date occurring not less than 30
days prior to the Revolving Loan Commitment Termination Date, an Issuer will

(a) issue one or more Letters of Credit for the account
of the Borrower in Stated Amounts requested by the Borrower on such day;
or

(b) extend the Stated Expiry Date of an existing Letter
of Credit previously issued by such Issuer hereunder.

SECTION 2.2. Lenders Not Permitted or Required to Make Loans. No Lender
shall be permitted or required to make any Loan of the kind and under the
circumstances described below in this Section 2.2.

SECTION 2.2.1. Term Loans. No Borrowing of Term Loans shall be made if,
after giving effect to such Borrowing, the aggregate outstanding principal
amount of all Term Loans of all Lenders having Term Loan Commitments would
exceed the Term Loan Commitment Amount.

SECTION 2.2.2. Delayed Term Loans. No Borrowing of Delayed Term Loans
shall be made if, after giving effect to such Borrowing, the aggregate
outstanding principal amount of all Delayed Term Loans of all Lenders having
Delayed Term Loan Commitments would exceed the Delayed Term Loan Commitment
Amount.

SECTION 2.2.3. Revolving Loans. No Borrowing of Revolving Loans shall be
made if, after giving effect to such Borrowing, the sum of the aggregate
outstanding principal amount of all Revolving Loans of all Lenders having
Revolving Loan Commitments

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46
plus the aggregate amount of all Letter of Credit Outstandings would exceed the
Revolving Loan Commitment Amount.

SECTION 2.2.4. All Loans. No Loan shall be made by any Lender under any
Commitment if, after giving effect thereto, the aggregate outstanding principal
amount of (i) all such Loans by such Lender and (ii) with respect to the
Revolving Loan Commitments, Letter of Credit Outstandings of such Lender would
exceed such Lender's Percentage of the Commitment Amount relative to such
Commitment.

SECTION 2.3. Issuer Not Permitted or Required to Issue Letters of Credit.
No Issuer shall be permitted or required to issue, or extend the Stated Expiry
Date of, any Letter of Credit if, after giving effect thereto, either (i) the
aggregate amount of all Letter of Credit Outstandings would exceed the lesser
of (A) the then Revolving Loan Commitment Amount less the then aggregate amount
of outstanding Revolving Loans and (B) $150,000,000 or (ii) the term of such
Letter of Credit would extend beyond one Business Day prior to the Stated
Maturity Date.

SECTION 2.4. Reduction of the Commitment Amounts. (a) The Borrower may,
from time to time on any Business Day, voluntarily reduce the Revolving Loan
Commitment Amount and the Delayed Term Loan Commitment Amount; provided,
however, that (i) all such reductions shall require at least two Business Days'
prior written notice to the Administrative Agent and be permanent, and (ii) any
partial reduction of any such Commitment Amount shall be in a minimum amount of
$5,000,000 and in an integral multiple of $1,000,000.

(b) All Commitment Amounts shall be automatically reduced to $0 if the
initial Credit Extension hereunder is not made on or prior to June 30, 1994.

(c) On December 31, 1994 the unused Delayed Term Loan Commitment shall be
automatically reduced by an amount, if positive, equal to $120,000,000 minus
the aggregate principal amount of Delayed Term Loans used to Refund EPIC
Redeemable Debt.

(d) On each date of payment or prepayment of Revolving Loans required
pursuant to Section 3.1.5 (regardless of whether there is a sufficient
principal amount of Revolving Loans to be so prepaid) the Revolving Loan
Commitment Amount will automatically be reduced by an amount equal to the
amount of such prepayment.

(e) On or prior to the Delayed Term Loan Commitment Termination Date, the
Delayed Term Loan Commitment will be reduced by an amount equal to the Net Debt
Proceeds, Net Account Proceeds, Net Disposition Proceeds and Net Equity
Proceeds not

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used to prepay Loans pursuant to clauses (a) or (b) of Section 3.1.5.

SECTION 2.5. Borrowing Procedure. The Borrower may from time to time
irrevocably request, by delivering a Borrowing Request to the Administrative
Agent, (i) in the case of LIBO Rate Loans, not later than 12:00 Noon, New York
City time, not less than three Business Days before a proposed Borrowing or
(ii) in the case of Base Rate Loans, not later than 12:00 Noon, New York City
time, not less than one Business Day before a proposed Borrowing, that a
Borrowing be made in a minimum amount of $5,000,000 and an integral multiple of
$1,000,000, or, in the unused amount of the applicable Commitment. Upon the
receipt of each Borrowing Request, the Administrative Agent shall give prompt
notice thereof to each Lender on the same day such Borrowing Request is
received. On the terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be made on the
Business Day, specified in such Borrowing Request. On or before 12:00 Noon,
New York City time, on such Business Day, each Lender having a Commitment for
the type of Loan being requested shall deposit with the Administrative Agent
same day funds in an amount equal to such Lender's Percentage of the requested
Borrowing. Such deposit will be made to an account maintained by the
Administrative Agent which the Administrative Agent shall specify from time to
time by notice to the Lenders. To the extent funds are received from the
Lenders, the Administrative Agent shall make such funds available to the
Borrower by wire transfer to the accounts the Borrower shall have specified in
its Borrowing Request. No Lender's obligation to make any Loan shall be
affected by any other Lender's failure to make any Loan.

SECTION 2.6. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
Noon, New York City time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than three Business Days' notice that all, or
any portion in an aggregate minimum amount of $5,000,000 and an integral
multiple of $1,000,000, of any Loans, be, in the case of Base Rate Loans,
converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted
into a Base Rate Loan or continued as a LIBO Rate Loan of such type; provided,
however, that (i) each such conversion or continuation shall be pro rated among
the applicable outstanding Loans of the applicable Lenders, and (ii) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is
continuing. Absent delivery of a Continuation/Conversion Notice with respect
to any LIBO Rate Loan at least three Business Days before the last day of the
then current Interest Period with respect thereto, such LIBO Rate Loan

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shall, on such last day, automatically convert to a Base Rate Loan.

SECTION 2.7. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing
one of its foreign branches or affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender, and the obligation of the Borrower to repay such
LIBO Rate Loan shall nevertheless be to such Lender for the account of such
foreign branch, affiliate or international banking facility. In addition, the
Borrower hereby consents and agrees that, for purposes of any determination to
be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively
assumed that each Lender elected to fund all LIBO Rate Loans by purchasing
Dollar deposits in its LIBOR Office's interbank eurodollar market.

SECTION 2.8. Letter of Credit Issuance Procedures. By delivering to the
Administrative Agent an Issuance Request on or before 10:00 a.m., New York City
time, the Borrower may from time to time request that an Issuer issue a Letter
of Credit. Each such request shall be made on not less than two Business Days'
notice (or such shorter period as may be agreed to by the Administrative
Agent), and not less than 30 days prior to the Revolving Loan Commitment
Termination Date. Upon receipt of an Issuance Request, the Administrative
Agent shall promptly on the same day notify the applicable Issuer and each
Lender having a Revolving Loan Commitment thereof. Each Letter of Credit shall
by its terms be stated to expire (whether originally or after giving effect to
any extension) on a date (its "Stated Expiry Date") no later than the earlier
of (i) the one year anniversary of the date of issuance or extension of such
Letter of Credit; provided, however, that, subject to clause (ii) below, this
clause (i) shall not prevent an Issuer from agreeing that a Letter of Credit
will automatically be renewed annually for a period not to exceed one year if
the Issuer does not cancel such renewal; provided, further, that such Issuer
shall deliver a written notice to the Administrative Agent setting forth the
last day on which such Issuer may give notice that it will not extend (a
"Notification Date" with respect to such Letter of Credit) at least ten
Business Days prior to such Notification Date; provided, further, that, unless
the Required Lenders otherwise consent, such Issuer shall give notice that it
will not extend if it has knowledge that an Event of Default has occurred and
is continuing on such Notification Date and (ii) three days prior to the
Revolving Loan Commitment Termination Date. The Borrower and each Issuer of a
Letter of Credit may amend or modify such Letter of Credit upon written notice
to the Administrative Agent only; provided, however, that (A) any amendment
constituting an

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extension of such Letter of Credit's Stated Expiry Date shall comply with the
provisions of the immediately preceding sentence and (B) any amendment
constituting an increase in the Stated Amount of such Letter of Credit shall be
deemed a request for the issuance of a new Letter of Credit and shall comply
with the foregoing provisions of this paragraph.

Each Issuer will issue each Letter of Credit to be issued by it and will
make available to the beneficiary thereof the original of such Letter of
Credit.

The Administrative Agent, each of the Lenders and the Borrower agree that
the letters of credit issued pursuant to the 1992 Credit Agreement that are
listed in Schedule II hereto and outstanding as of the Closing Date shall for
all purposes of this Agreement (other than with respect to fees or other
charges payable upon the issuance of Letters of Credit pursuant to Section
3.3.2) be deemed to have been issued as Letters of Credit under and pursuant to
the terms of this Agreement on the Closing Date and shall be given effect in
any calculation of Letter of Credit Outstandings.

SECTION 2.8.1. Other Lenders' Participation. Automatically, and without
further action, upon the issuance of each Letter of Credit (and, with respect
to the letters of credit listed on Schedule II hereto, as of the Closing Date),
each Lender having a Revolving Loan Commitment (other than the Issuer of such
Letter of Credit) shall be deemed to have irrevocably purchased from such
Issuer, to the extent of such Lender's Percentage of the Revolving Loan
Commitment Amount, a participation interest in such Letter of Credit (including
any Reimbursement Obligation and any other Contingent Liability with respect
thereto), and such Lender shall, to the extent of its Percentage of such
Revolving Loan Commitment Amount, be responsible for reimbursing promptly (and
in any event within one Business Day after receipt of demand for payment from
such Issuer, together with accrued interest from the day of such demand) such
Issuer for any Reimbursement Obligation which has not been reimbursed in
accordance with Section 2.8.3. In addition, such Lender shall, to the extent
of its Percentage of the Revolving Loan Commitment Amount, be entitled to
receive a ratable portion of the Letter of Credit participation fee payable
pursuant to Section 3.3.2 with respect to each Letter of Credit and a ratable
portion of any interest payable pursuant to Section 2.8.2 and Section 3.2.2
and, if entitled thereto, a ratable portion of any principal payment made by
the Borrower.

SECTION 2.8.2. Disbursements. Subject to the terms and provisions of
each Letter of Credit and this Agreement, upon presentment of any Letter of
Credit to the Issuer thereof for payment, such Issuer shall make such payment
to the beneficiary

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(or its designee) of such Letter of Credit on the date designated for such
payment (the "Disbursement Date"). Such Issuer will promptly notify the
Borrower and each of the Lenders having a Revolving Loan Commitment and, if
such Issuer is not Scotiabank, the Administrative Agent, of the presentment for
payment of any such Letter of Credit, together with notice of the Disbursement
Date thereof. Prior to 12:00 noon, New York City time, on the next Business
Day following the Disbursement Date, the Borrower will reimburse the
Administrative Agent, for the account of such Issuer, for all amounts disbursed
under such Letter of Credit, together with all interest accrued thereon since
the Disbursement Date. To the extent the Administrative Agent does not receive
payment in full, on behalf of the Issuer, in accordance with the third sentence
of this Section, the Borrower's Reimbursement Obligation shall accrue interest
at a fluctuating rate determined by reference to the Alternate Base Rate plus
1/2 of 1%, plus or minus the Applicable Rate Modifier, if any (for one day
following the Disbursement Date), and thereafter at the Alternate Base Rate
plus an additional margin of 2.75% per annum, payable on demand. In the event
the Borrower fails to notify the Administrative Agent and the Issuer prior to
12:00 noon, New York City time, on the Disbursement Date that the Borrower
intends to pay the Administrative Agent, for the account of the Issuer, for the
amount of such drawing with funds other than proceeds of Revolving Loans, or
the Administrative Agent does not receive such reimbursement payment from the
Borrower prior to 12:00 noon, New York City time, on the next Business Day
following the Disbursement Date (or if the Issuer must for any reason return or
disgorge such reimbursement), the Lenders (including the Issuer) shall, on the
terms and subject to the conditions of this Agreement, fund the Reimbursement
Obligation therefor by making, on the next Business Day, Revolving Loans which
are Base Rate Loans as provided in Section 2.1.3 (the Borrower being deemed to
have given a timely Borrowing Request therefor for such amount); provided,
however, that for the purpose of determining the availability of any unused
Revolving Loan Commitment Amount immediately prior to giving effect to the
application of the proceeds of such Revolving Loans, such Reimbursement
Obligation shall be deemed not to be outstanding at such time and, if entitled
thereto, a ratable portion of any payment made by the Borrower.

SECTION 2.8.3. Reimbursement. The obligation (the "Reimbursement
Obligation") of the Borrower under Section 2.8.2 to reimburse an Issuer with
respect to each disbursement under a Letter of Credit (including interest
thereon), and, upon the failure of the Borrower to reimburse such Issuer, the
obligation of each Lender having a Revolving Loan Commitment to reimburse such
Issuer, shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower or such Lender, as the case

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may be, may have or have had against an Issuer or any Lender, including any
defense based upon the failure of any disbursement under a Letter of Credit to
conform to the terms of the applicable Letter of Credit (if, in the applicable
Issuer's good faith opinion, such disbursement is determined to be appropriate)
or any non-application or misapplication by the beneficiary of the proceeds of
such Letter of Credit; provided, however, that nothing herein shall require the
Borrower or such Lender, as the case may be, to reimburse the applicable Issuer
for any wrongful disbursement made by such Issuer under a Letter of Credit as a
result of acts or omissions determined by a court of competent jurisdiction to
constitute gross negligence or wilful misconduct on the part of such Issuer.

SECTION 2.8.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in Section 8.1.9 or,
with notice from the Administrative Agent, upon the occurrence and during the
continuation of any other Event of Default, an amount equal to the then
aggregate amount of each Letter of Credit which is undrawn and available under
all issued and outstanding Letters of Credit shall, without demand upon or
notice to the Borrower, be deemed to have been paid or disbursed by the Issuer
under such Letters of Credit (notwithstanding that such amount may not in fact
have been so paid or disbursed) and the Borrower shall be immediately obligated
to pay to the Issuer of each Letter of Credit an amount equal to such amount.
Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as cash collateral
security for payment of Obligations arising in connection with such Letter of
Credit. At such time when such Event of Default shall have been cured or
waived (and provided no other Default has occurred and is continuing and the
Obligations have not been accelerated pursuant to Section 8.2 or 8.3), the
Administrative Agent shall promptly return to the Borrower all amounts then on
deposit with the Administrative Agent pursuant to this clause (including
accrued interest), net of any amount (including accrued interest) applied to
the payment of any Obligations.

SECTION 2.8.5. Nature of Reimbursement Obligations. The Borrower and, to
the extent set forth in Section 2.8.1, each Lender shall assume all risks of
the acts, omissions or misuse of any Letter of Credit by the beneficiary
thereof. No Issuer (except to the extent of its own gross negligence or wilful
misconduct) shall be responsible for:

(a) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any Letter of Credit or any document
submitted by any party in connection with the application for and issuance
of a Letter of Credit, even if

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it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged;

(b) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or the proceeds thereof in whole or in part, which may
prove to be invalid or ineffective for any reason;

(c) failure of the beneficiary to comply fully with
conditions required in order to demand payment under a Letter of Credit;

(d) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, telecopy or otherwise;
or

(e) any loss or delay in the transmission or otherwise
of any document or draft required in order to make a disbursement under a
Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to the Issuer or any Lender hereunder. In furtherance
and extension and not in limitation or derogation of any of the foregoing, any
action taken or omitted to be taken by any Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be binding upon the
Borrower and each Lender, and shall not put such Issuer under any resulting
liability to the Borrower, or any Lender, as the case may be.

SECTION 2.8.6. Increased Letter of Credit Costs. If by reason of any
change after the date hereof in applicable law, regulation, rule, decree or
regulatory requirement or any change after the date hereof in the
interpretation or application by any judicial or regulatory authority of any
law, regulation, rule, decree or regulatory requirement, or compliance by any
Issuer or any Lender with any direction, request or requirement (whether or not
having the force of law) of any governmental or monetary authority, including
Regulation D of the F.R.S. Board:

(a) any Issuer or any Lender shall be subject to any
tax, levy, charge or withholding (other than (i) Taxes and Excluded Taxes
and (ii) taxes on net income and franchise taxes) of any nature or to any
variation thereof or to any penalty with respect to the maintenance or
fulfillment of its obligations under this Section 2.8, whether directly or
by being indirectly suffered by such Issuer or any Lender;

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(b) any reserve, deposit or similar requirement is or
shall be applicable, imposed or modified in respect of any Letters of
Credit issued by any Issuer or participations therein purchased by any
Lender or any commitment with respect thereto; or

(c) there shall be imposed on any Issuer or any Lender
any other condition regarding this Section 2.8, any Letter of Credit or
any participation therein;

and the result of the foregoing is directly or indirectly to increase the cost
to such Issuer or such Lender of issuing, making or maintaining any Letter of
Credit or of purchasing or maintaining any participation therein, or to reduce
any amount receivable in respect thereof by such Issuer or such Lender, then
and in any such case such Issuer or such Lender may, at any time within a
reasonable period after the additional cost is incurred or the amount received
is reduced, notify the Borrower thereof, and the Borrower shall pay, within
five days of its receipt of such notice, such amounts as such Issuer or Lender
may specify to be necessary to compensate such Issuer or Lender for such
additional cost or reduced receipt, together with interest on such amount from
the date demanded until such payment is due at a rate equal at all times to the
Alternate Base Rate plus 1/2 of 1% per annum, plus or minus the Applicable Rate
Modifier, if any. The determination by such Issuer or Lender, as the case may
be, of any amount due pursuant to this Section, as set forth in a statement
setting forth the calculation thereof, in reasonable detail, shall, in the
absence of manifest error, be final and conclusive and binding on all of the
parties hereto.

SECTION 2.8.7. Determination of the Issuer. (a) Upon the receipt by the
Administrative Agent of an Issuance Request requesting the issuance of a Letter
of Credit, in the event the Administrative Agent elects to issue such Letter of
Credit, the Administrative Agent shall promptly so notify the Borrower, and the
Administrative Agent shall be the Issuer with respect thereto. In the event
that the Administrative Agent, in its sole discretion, elects not to issue such
Letter of Credit, the Administrative Agent shall promptly so notify the
Borrower and the Borrower may request any other Lender to issue such Letter of
Credit; provided, however, that anything contained in this Agreement to the
contrary notwithstanding, there shall not be more than three Issuers (not
including the Administrative Agent in its capacity as an Issuer) with Letters
of Credit outstanding at any one time. Any such Lender so requested to issue
such Letter of Credit shall promptly notify the Borrower and the Administrative
Agent whether, in its sole discretion, it has elected to issue such Letter of
Credit, and any such Lender which so elects to issue such Letter of Credit
shall be the Issuer with respect thereto. In the event that all other Lenders
shall have

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declined to issue such Letter of Credit (or, if there are already three Issuers
(other than the Administrative Agent) and all three such Issuers have declined
to issue such Letter of Credit), notwithstanding the prior election of the
Administrative Agent not to issue such Letter of Credit, the Administrative
Agent shall be obligated to issue the Letter of Credit requested by the
Borrower and shall be the Issuer with respect to that Letter of Credit.

(b) Each Issuer which elects to issue a Letter of Credit shall promptly
give written notice to the Administrative Agent and each other Lender of the
information required under Section 2.8.2 relating to such Letter of Credit.

(c) Upon satisfaction or waiver of the conditions set forth in Article V,
the Issuer shall issue the requested Letter of Credit in accordance with the
Issuer's standard operating procedures.

SECTION 2.9. Register. (a) The Administrative Agent will record in the
Register Term Loan Commitments, Delayed Term Loan Commitments, Revolving Loan
Commitments, Term Loans, Delayed Term Loans, Revolving Loans and Letters of
Credit from time to time of each Lender and each payment in respect thereof.
Any such recordation shall be conclusive and binding on the Borrower, absent
manifest error. Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower's Obligations in respect of such
Loans or the Letters of Credit.

(b) Each Lender will record in its internal records (including, without
limitation, any promissory note described in the last sentence of this clause
(b)) the amount of each Term Loan, Delayed Term Loan and Revolving Loan made,
and each Letter of Credit issued or participated in, by it and each payment in
respect thereof. Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower's Obligations in respect of such
Loans or the Letters of Credit. Any such recordation shall be conclusive and
binding on the Borrower, absent manifest error; provided, however, that in the
event of any inconsistency between the Register and any Lender's records, the
recordation in the Register shall govern. If so requested by any Lender by
written notice to the Borrower (with a copy to the Administrative Agent), the
Borrower shall execute and deliver to such Lender at any time a promissory note
or promissory notes to evidence such Lender's Loans; provided, however, that
any such promissory note shall be in a form approved by the Administrative
Agent.

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ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, repayments and prepayments of Loans shall be made as
set forth in this Section 3.1. Each repayment or prepayment of any Loans made
pursuant to this Section 3.1 shall be without premium or penalty, except as may
be required by Section 4.4.

SECTION 3.1.1. Voluntary Prepayments. The Borrower may, from time to
time on any Business Day, make a voluntary prepayment, in whole or in part, of
the outstanding principal amount of any Loans; provided, however, that

(a) any such prepayment shall be made pro rata among
Loans of the same type and, if applicable, having Interest Periods of the
same duration and ending on the same date;

(b) any such prepayment of any LIBO Rate Loan made on
any day other than the last day of the Interest Period for such Loan shall
obligate the Borrower to pay the Lenders as provided in Section 4.4;

(c) all such voluntary prepayments shall require prior
written notice to the Administrative Agent of at least one Business Day in
the case of the prepayment of Base Rate Loans and three Business Days in
the case of the prepayment of LIBO Rate Loans; and

(d) all such voluntary partial prepayments shall be in
an aggregate minimum amount of $5,000,000 and an integral multiple of
$1,000,000;

provided, further, however, that (i) the Borrower's voluntary prepayment of the
principal of Revolving Loans shall not cause a reduction in the Revolving Loan
Commitment Amount, (ii) the Borrower's voluntary prepayment of the principal of
any Loans other than Revolving Loans (x) prior to the Delayed Term Loan
Commitment Termination Date may be applied against Term Loans or Delayed Term
Loans as designated by the Borrower in writing to the Administrative Agent and
(y) after the Delayed Term Loan Commitment Termination Date shall be applied
pro rata across Term Loans and Delayed Term Loans and such payments under
clauses (x) and (y) shall be applied (A) within Term Loans, to the extent of
such prepayment, to the next two remaining scheduled maturities and,
thereafter, to the remaining maturities on a pro rata basis and (B) within
Delayed Term Loans shall be applied, to the extent of such prepayment, to the
next two remaining scheduled

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maturities and, thereafter, against the remaining maturities on a pro rata
basis.

SECTION 3.1.2. Scheduled Amortization of Term Loans. On each Principal
Reduction Date set forth below, the Borrower shall make a scheduled payment of
Term Loans in the aggregate principal amount as calculated by reference to the
percentage set forth opposite the applicable Principal Reduction Date (as such
repayment amount may be adjusted from time to time pursuant to Section 3.1.1
and Section 3.1.5):

Percentage of Original Aggregate
Principal Amount of Term Loans
Principal Reduction Date As of the Closing Date
------------------------ ------------------------------

December 1, 1994 4.820%
June 1, 1995 4.820%
December 1, 1995 5.420%
June 1, 1996 5.420%
December 1, 1996 6.025%
June 1, 1997 6.025%
December 1, 1997 7.230%
June 1, 1998 7.230%
December 1, 1998 7.830%
June 1, 1999 7.830%
December 1, 1999 9.035%
June 1, 2000 9.035%
December 1, 2000 9.640%
June 1, 2001 9.640%.

SECTION 3.1.3. Scheduled Amortization of Delayed Term Loans. On each
Principal Reduction Date set forth below, the Borrower shall make a scheduled
payment of Delayed Term Loans in the aggregate principal amount as calculated
by reference to the percentage set forth opposite the applicable Principal
Reduction Date (as such repayment amount may be adjusted from time to time
pursuant to Section 3.1.1 and Section 3.1.5):

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Percentage of Aggregate Principal
Amount of Delayed Term Loans
Principal Reduction Date on January 1, 1996
------------------------ ---------------------------------

December 1, 1994 0.00%
June 1, 1995 0.00%
December 1, 1995 0.00%
June 1, 1996 6.50%
December 1, 1996 7.79%
June 1, 1997 7.79%
December 1, 1997 9.09%
June 1, 1998 9.09%
December 1, 1998 9.09%
June 1, 1999 9.09%
December 1, 1999 10.39%
June 1, 2000 10.39%
December 1, 2000 10.39%
June 1, 2001 10.39%;

provided, however, that in the event any Delayed Term Loans are repaid or the
Delayed Term Loan Commitment Amount is reduced, in either case prior to the
Delayed Term Loan Commitment Termination Date by amounts constituting Inverse
Order Amounts, then the aggregate amount of such Inverse Order Amounts shall be
included as outstanding Delayed Term Loans for purposes of the calculation
above and shall then be applied against the scheduled maturities, as so
calculated, in inverse order.

SECTION 3.1.4. Revolving Loans. The Borrower shall on each date when
any reduction in the Revolving Loan Commitment Amount becomes effective,
including pursuant to clause (a) or (d) of Section 2.4, make a payment (to be
applied (or held by the Administrative Agent as cash collateral for
application, as the case may be, to the extent such payment would be greater
than the aggregate amount of outstanding Revolving Loans immediately prior to
the application of any such prepayment) to Obligations outstanding under the
Revolving Loan Commitments) in an amount equal to the excess, if any, of the
sum of (x) the aggregate outstanding principal amount of all Revolving Loans
plus (y) Letter of Credit Outstandings, over the Revolving Loan Commitment
Amount as so reduced.

SECTION 3.1.5. Mandatory Prepayments. The Borrower shall, within two
Business Days of the receipt of any (i) Net Disposition Proceeds in any Fiscal
Year, make a mandatory prepayment in an amount equal to 50% of any Net
Disposition Proceeds in excess of $50,000,000 of Net Disposition Proceeds
received by the Borrower in such Fiscal Year (such mandatory prepayment amount
is referred to as the "Pro-Rata Amount") and (ii) Net Accounts Proceeds or Net
Debt Proceeds, make a mandatory prepayment in an amount equal to 100% of Net
Accounts Proceeds

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and 100% of Net Debt Proceeds so received (such mandatory prepayment amounts
are referred to as the "Inverse Order Amount"; the Inverse Order Amount and the
Pro-Rata Amount are referred to collectively as the "Prepayment Amount") to be
applied to the extent of such prepayment as follows:

(a) first, prior to the Delayed Term Loan Commitment
Termination Date, to be applied to outstanding Term Loans to the full
extent thereof (x) with respect to the Pro-Rata Amount, pro rata
against the remaining scheduled maturities and (y) with respect to the
Inverse Order Amount, against the remaining scheduled maturities, in
the inverse order;

(b) second, prior to the Delayed Term Loan Commitment
Termination Date, to be applied to the payment of then outstanding
Delayed Term Loans;

(c) third, after the Delayed Term Loan Commitment Termination
Date, to be applied pro rata across outstanding Term Loans and Delayed
Term Loans, and within the respective kinds of such Loans, to be
applied against the remaining scheduled maturities of outstanding Term
Loans and Delayed Term Loans (x) with respect to the Pro-Rata
Amount, pro rata against the remaining scheduled maturities and (y)
with respect to the Inverse Order Amount, against the remaining
scheduled maturities, in the inverse order; and

(d) fourth, once all Term Loans and Delayed Term Loans have
been repaid and the Delayed Term Loan Commitments have been terminated
in full, to be applied (or held by the Administrative Agent for
application, as the case may be) to Obligations outstanding under the
Revolving Loan Commitments with a commensurate and contemporaneous
reduction of the Revolving Loan Commitments;

provided, however, that, (x) in the event any of the foregoing provisions of
this Section 3.1.5 would require the application of Prepayment Amounts
aggregating to an amount less than $5,000,000 and so long as (i) no Default of
the type described in clauses (a) through (d) of Section 8.1.9 subject to the
proviso set forth therein and (ii) no Event of Default has occurred and is
continuing, such Prepayment Amounts shall be payable, and any related reduction
in Commitments shall be effective, on the date that is 30 days after the last
day of the Fiscal Quarter of the Borrower in which the foregoing provisions of
this Section 3.1.5 would otherwise require such prepayment, and any related
reduction in Commitments, to be made and (y) if any Default of the type
described in clauses (a) through (d) of Section 8.1.9 subject to the proviso
set forth therein or any Event of Default has occurred and is continuing, such
Prepayment Amount shall be payable on the earlier of (i) the occurrence of any
such Default

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or Event of Default and (ii) within two Business Days of receipt by the
Borrower of the Net Disposition Proceeds consisting of such Prepayment Amount;
provided, further, that no prepayment shall be required to be made in respect
of Cash Equivalent Investments constituting Net Disposition Proceeds until the
second Business Day after the then maturity date of such Cash Equivalent
Investment.

SECTION 3.1.6. Acceleration of Stated Maturity Dates. Immediately
upon any acceleration of the Stated Maturity Date of any Loans pursuant to
Section 8.2 or Section 8.3, the Borrower shall repay all Loans to the full
extent of such acceleration.

SECTION 3.2. Interest Provisions. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance with this
Section 3.2.

SECTION 3.2.1. Rates. Subject to Section 3.2.2 and pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice,
the Borrower may elect that Loans comprising a Borrowing accrue interest at the
following rates per annum:

(a) Alternate Base Rate. On that portion of such Borrowing
maintained from time to time as a Base Rate Loan, equal to the sum of
the Alternate Base Rate from time to time in effect plus 1/2 of 1%,
plus or minus the Applicable Rate Modifier, if any.

(b) LIBO Rate. On that portion maintained as a LIBO Rate
Loan, during each Interest Period applicable thereto, equal to the sum
of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the
Applicable LIBOR Margin.

All LIBO Rate Loans shall bear interest from and including the first
day of the applicable Interest Period to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such LIBO
Rate Loan.

SECTION 3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan is due and payable (whether on the Stated Maturity Date,
upon acceleration or otherwise), or after any other monetary Obligation of the
Borrower shall have become due and payable, the Borrower shall pay, but only to
the extent permitted by law, interest (after as well as before judgment) on
such amounts at a rate per annum equal to the Alternate Base Rate plus a margin
of 2.75%.

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SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

(a) on the Stated Maturity Date therefor;

(b) on the date of any payment or prepayment, in whole or in
part, of principal outstanding on such Loan;

(d) with respect to LIBO Rate Loans, on the last day of each
applicable Interest Period (and, if such Interest Period shall exceed
three months, on each three month anniversary of the date of the
commencement of such Interest Period); and

(e) on that portion of any Loans the Stated Maturity Date of
which is accelerated pursuant to Section 8.2 or Section 8.3,
immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in
this Section 3.3. All such fees shall be non-refundable.

SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the pro rata account of each Lender with a Revolving
Loan Commitment in the case of clause (i) and each Lender with a Delayed Term
Loan Commitment in the case of clause (ii), for the period (including any
portion thereof when any of its Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article V) commencing on the
Closing Date to (but excluding) the Revolving Loan Commitment Termination Date
or the Delayed Term Loan Commitment Termination Date, as the case may be, an
ongoing commitment fee at the rate of (i) .375% per annum of the aggregate
average daily unused portion of the Revolving Loan Commitment Amount and (ii)
.375% per annum of the aggregate average daily unused portion of the Delayed
Term Loan Commitment Amount; provided, however, that, during any period that
the Maximum Rate Modifier is in effect, the rate per annum set forth in clauses
(i) and (ii) shall be .500% per annum. Such commitment fees shall be payable
by the Borrower in arrears on each Quarterly Payment Date and (x) in the case
of Revolving Loans, on the Revolving Loan Commitment Termination Date and

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(y) in the case of Delayed Term Loans, on the earlier of (A) the first date on
which all Delayed Term Loans are outstanding and (B) the Delayed Term Loan
Commitment Termination Date.

SECTION 3.3.2. Letter of Credit Fees. (a) The Borrower agrees to
pay to the Administrative Agent for the pro rata account of each Lender having
a Revolving Loan Commitment (including the Issuer), a participation fee per
annum for each Letter of Credit equal to (x) the Stated Amount of such Letter
of Credit multiplied by (y) the Applicable LIBOR Margin less 1/4 of 1%. Such
participation fee shall accrue from the date of issuance of any Letter of
Credit until the date such Letter of Credit is drawn in full or terminated, and
shall be payable in arrears on each Quarterly Payment Date and on the Revolving
Loan Commitment Termination Date.

(b) The Borrower agrees to pay to the Issuer of each Letter of Credit
an issuance fee of 1/4 of 1% per annum of the Stated Amount of such Letter of
Credit payable to the Issuer in arrears on each Quarterly Payment Date and on
the Revolving Loan Commitment Termination Date. The Borrower agrees to
reimburse the Issuer, on demand, for all usual and customary fees and
out-of-pocket costs and expenses incurred in connection with the issuance or
maintenance of any Letter of Credit issued by such Issuer.

SECTION 3.3.3. Fee Letter Fees. The Borrower agrees to pay the fees
in the amounts and at the times set forth in the Fee Letter.

ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall
determine (which determination shall, upon notice thereof to the Borrower and
the Lenders, be conclusive and binding on the Borrower) that after the date
hereof the introduction of or any change in or in the interpretation of any law
makes it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for such Lender to make, continue or maintain any Loan as,
or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender
to make, continue, maintain or convert any such Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and all LIBO Rate Loans of such Lender shall automatically convert into
Base Rate Loans at the end of the then current Interest Periods with respect
thereto or sooner, if required by such law or assertion.

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SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall
have determined that

(a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to the Administrative Agent
in its relevant market; or

(b) by reason of circumstances affecting the Administrative
Agent's relevant market, adequate means do not exist for ascertaining
the interest rate applicable hereunder to LIBO Rate Loans of such
type,

then, upon notice from the Administrative Agent to the Borrower and the
Lenders, the obligations of all Lenders under Section 2.5 and Section 2.6 to
make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans
shall forthwith be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

SECTION 4.3. Increased LIBO Rate Loan Costs, etc. In the event that,
as a result of any law, rule, regulation or order (or any interpretation
thereof and including the introduction of any new law or governmental rule,
regulation or order) that becomes effective after the date hereof, or the
compliance with any guidelines or request issued or made after the date hereof
by any central bank or other governmental authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law),

(a) any Lender (or its applicable lending office) shall be
subject to any additional tax, duty or other charge (other than (i)
Taxes and Excluded Taxes and (ii) taxes on net income and franchise
taxes) with respect to its LIBO Rate Loans or its obligation to make
LIBO Rate Loans, or shall change the basis of taxation of payments to
any Lender of the principal of or interest on its LIBO Rate Loans or
its obligation to make LIBO Rate Loans (except for changes (i) in
respect of Taxes and Excluded Taxes and (ii) in the rate of tax on the
overall gross or net income of such Lender or its applicable lending
office imposed by the jurisdiction under whose laws such Lender is
organized or the jurisdictions in which such Lender's principal
executive office or applicable lending office is located); or

(b) any reserve (including, without limitation, any reserve
imposed by the F.R.S. Board), special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any Lender's applicable lending office shall be imposed
or deemed applicable or any other condition affecting its LIBO Rate
Loans or its obligation to make LIBO Rate

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Loans or its obligation to make LIBO Rate loans shall be imposed on
any Lender or its applicable lending office;

and as a result thereof there shall be any direct or indirect increase in the
cost to such Lender of agreeing to make or making, funding or maintaining LIBO
Rate Loans (except to the extent already included in the determination of the
LIBO Rate), or there shall be a reduction in the amount received or receivable
by that Lender or its applicable lending office, then the Borrower agrees to
indemnify such Lender and to hold it harmless with respect to such increased
costs or to compensate such Lender by an amount equal to such reduced amount,
as the case may be. Such Lender shall promptly notify the Administrative Agent
and the Borrower in a written certificate of the occurrence of any such event,
such certificate to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the
Borrower directly to such Lender within five days of its receipt of such
certificate, and such certificate shall, in the absence of manifest error, be
conclusive and binding on the Borrower.

SECTION 4.4. Funding Losses. In the event any Lender shall incur any
reasonable loss or expense (including any loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to make, continue or maintain any portion of the principal amount of any
Loan as, or to convert any portion of the principal amount of any Loan into, a
LIBO Rate Loan) as a result (other than due to the provisions of Section 4.1 or
4.2 or a default of such Lender or the Administrative Agent) of

(a) any conversion or repayment or prepayment of the
principal amount of any LIBO Rate Loans on a date other than the
scheduled last day of the Interest Period applicable thereto, whether
pursuant to Section 3.1 or otherwise;

(b) any Loans not being made as LIBO Rate Loans in accordance
with the Borrowing Request therefor; or

(c) any Loans not being continued as, or converted into, LIBO
Rate Loans in accordance with the Continuation/ Conversion Notice
therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to
the Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in

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reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

SECTION 4.5. Increased Capital Costs. If after the date hereof any
change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court,
central bank, regulator or other governmental authority affects or would affect
the amount of capital required or expected to be maintained by any Lender or
any Person controlling such Lender, and such Lender determines (in its
reasonable judgment) that the rate of return on its or such controlling
Person's capital as a consequence of its Commitments or its commitments to
issue, maintain or participate in any Letter of Credit, the Loans made by such
Lender or the issuance, maintenance of or participation in any Letter of Credit
by such Lender is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon the delivery of a written certificate
from time to time by such Lender to the Borrower, the Borrower shall, within
two Business Days of its receipt thereof, pay directly to such Lender
additional amounts sufficient to compensate such Lender or such controlling
Person for such reduction in rate of return. Each such certificate of such
Lender shall include calculations of any such additional amount or amounts in
reasonable detail and shall, in the absence of manifest error, be conclusive
and binding on the Borrower. In determining such amount, such Lender may use
any method of averaging and attribution that it (in its reasonable judgment)
shall deem applicable.

SECTION 4.6. Taxes. All payments to any Lender, Issuer, the Co-Agents
in their capacity as such, the Collateral Agent in its capacity as such or to
the Administrative Agent in its capacity as such (a "Payee") by the Borrower of
principal of, and interest on, the Loans and the Notes, all payments on
Reimbursement Obligations and Letters of Credit and all other amounts payable
hereunder shall be made free and clear of and without deduction for any present
or future income, excise, stamp or other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but
excluding (a) franchise taxes and taxes which are imposed on or measured by any
Payee's gross receipts or gross income by a jurisdiction under the laws of
which it is organized, is qualified to do business or in the case of a Lender,
has its LIBOR Office, and (b) taxes imposed on or measured by any Payee's net
income or receipts (except for any tax, fee or similar charge with respect to
or measured by net income or receipts imposed by a State of the United States
of America or a political subdivision thereof other than a jurisdiction in
which the Payee

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is organized, or has a branch or office) (such non-excluded items being called
"Taxes" and such excluded items being called "Excluded Taxes"). In the event
that any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any applicable law,
rule or regulation, then the Borrower will

(i) pay directly to the relevant authority the full amount
required to be so withheld or deducted;

(ii) promptly forward to the Administrative Agent an official
receipt or other documentation reasonably satisfactory to the
Administrative Agent evidencing such payment to such authority; and

(iii) so long as such Payee is in compliance with the
provisions of the last paragraph of this Section 4.6, pay to the
Administrative Agent for the account of such Payees such additional
amount or amounts as is necessary to ensure that the net amount
actually received by such Payee will equal the full amount such Payee
would have received had no such withholding or deduction been
required.

Moreover, if any Taxes are directly asserted against the Administrative Agent
or any Payee with respect to any payment received by the Administrative Agent
or such Payee hereunder, the Administrative Agent or such Payee may pay such
Taxes and, so long as such Payee is in compliance with the provisions of the
last paragraph of this Section 4.6, the Borrower will promptly after receiving
written demand therefor, which demand shall be accompanied by a certificate
describing in reasonable detail the basis thereof, pay such additional amounts
(including any penalties, interest or reasonable out-of-pocket expenses) as is
necessary in order that the net amount received by such person after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such person would have received had such Taxes not been
asserted.

So long as the Payee is in compliance with the provisions of the last
paragraph of this Section 4.6, if the Borrower fails to pay any Taxes when due
to the appropriate taxing authority or fails to remit to the Administrative
Agent, for the account of the respective Payees, the required receipts or other
required documentary evidence, the Borrower shall indemnify the Payees for any
incremental Taxes, interest or penalties that may become payable by any Payee
as a result of any such failure. For purposes of this Section 4.6, a
distribution hereunder by the Administrative Agent or any Payee to or for the
account of any Payee shall be deemed a payment by the Borrower.

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Each Payee agrees that if it receives a final tax credit, tax
deduction or tax refund with respect to this Section 4.6, such Payee shall
reimburse the Borrower to the extent of the benefit thereof to such Payee. The
determination of whether there is any such benefit and the amount thereof shall
be made at the sole discretion of the Payee.

Each Payee that is created or organized under the laws of the United
States of America or any State thereof shall on the date such Payee executes
this Agreement (or, if later, the date on which such Payee becomes a Payee) and
at such other times as may be necessary in the determination of the Borrower or
the Administrative Agent (each in the reasonable exercise of its discretion)
deliver to the Borrower and to the Administrative Agent an IRS Form W-9 (or any
successor or substitute form or forms as may be required to avoid withholding
of United States federal income tax). Each Payee that is created or organized
under the laws of a jurisdiction other than the United States of America or any
State thereof shall, on the date such Payee executes this Agreement or, if
later, the date on which such Payee becomes a Payee pursuant to this Agreement,
provide to each of the Borrower and the Administrative Agent either (i) two
true, accurate and complete original signed copies of IRS Form 1001 (or any
successor or substitute form or forms) or (ii) two true, accurate and complete
original signed copies of IRS Form 4224 (or any successor or substitute form or
forms), evidencing such Payee's entitlement to receive all payments of
interest, fees, commissions and any other amount payable hereunder or under the
Loan, the Notes, the Reimbursement Obligations, the Letters of Credit or the
other Loan Documents without deduction or withholding of any United States of
America federal income tax. In addition, within 30 days of request therefor by
the Borrower or the Administrative Agent, each Payee shall deliver to each of
the Borrower and the Administrative Agent two executed copies of such other
certifications, forms or documents (collectively, "Other Tax Forms") which,
under the laws of any jurisdiction or the regulations of any taxing authority,
will permit the Borrower and the Administrative Agent to make payments
hereunder or under the Notes or the other Loan Documents without deduction or
withholding for or on account of any Tax or with such deduction or withholding
at a reduced rate; provided; however, that such Payee is entitled under
applicable law to provide such requested Other Tax Form and can accurately
provide such requested Other Tax Form without prejudice to such Payee's
interests. Subject to the proviso contained in the last sentence of this
paragraph, each Payee further agrees to deliver to each of the Borrower and the
Administrative Agent from time to time (i) IRS Form 1001 or IRS Form 4224, as
the case may be, and (ii) any applicable Other Tax Form, before or promptly
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower and the Administrative Agent
pursuant to

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this paragraph. For purposes of the immediately preceding sentence, a funding
of a LIBO Rate Loan by any Payee created or organized under the laws of a
jurisdiction other than the United States of America or any State thereof by
one or more foreign branches or affiliates of, or international banking
facilities created by, such Payee pursuant to Section 2.7 of this Agreement
occurring after the date such Payee executes this Agreement (or, if later, the
date on which such Payee becomes a Payee) shall be deemed an event requiring a
change in the most recent form previously delivered by it to the Borrower and
the Administrative Agent pursuant to this paragraph. Further (i) each Payee
that delivers IRS Form 1001 hereby covenants and agrees to deliver to each of
the Borrower and the Administrative Agent within 5 days prior to January 1,
1996, and every third anniversary of such date thereafter (or more often if
required by law or reasonably requested by the Borrower or the Administrative
Agent) on which this Agreement is still in effect, two true, accurate and
complete original signed copies of IRS Form 1001 (or any successor or
substitute form or forms required under the Code or the applicable regulations
promulgated thereunder) and (ii) each Payee that delivers IRS Form 4224 hereby
covenants and agrees to deliver to each of the Borrower and the Administrative
Agent within 15 days prior to the beginning of each subsequent taxable year of
such Payee (or more often if required by law or reasonably requested by the
Borrower or the Administrative Agent) during which this Agreement is still in
effect, two true, accurate and complete original signed copies of IRS Form 4224
(or any successor or substitute form or forms required under the Code or the
applicable regulations promulgated thereunder) unless, in the case of either
clause (i) or clause (ii) above, as a result of the adoption of or a change in
applicable law (including any statute, treaty, ruling, or regulation by a
governmental, judicial or taxing authority), such Payee is not entitled to
provide, or may not accurately provide, such a form.

SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Notes or
any other Loan Document shall be made by the Borrower to the Administrative
Agent for the pro rata account of the Lenders entitled to receive such payment.
All such payments required to be made to the Administrative Agent shall be
made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New
York City time, on the date due, in same day or immediately available funds, to
such account as the Administrative Agent shall specify from time to time by
notice to the Borrower. Funds received after that time shall be deemed to have
been received by the Administrative Agent on the next succeeding Business Day.
The Administrative Agent shall remit in same day funds to each Lender its
share, if any, of such payments received by the Administrative Agent for the
account of such Lender on the same day it receives such payment if such payment

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is received on or before 11:00 a.m. or on the Business Day following receipt
thereof if such payment is received after 11:00 a.m., and fees shall be
computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest or
fee is payable over a year comprised of (i) 360 days in the case of LIBO Rate
Loans and (ii) 365 or 366 days, as the case may be, in the case of Base Rate
Loans and fees. Whenever any payment to be made shall otherwise be due on a
day which is not a Business Day, such payment shall (except as otherwise
required by clause (c) of the definition of the term "Interest Period" with
respect to LIBO Rate Loans) be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees, if
any, in connection with such payment.

SECTION 4.8. Sharing of Payments. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any of its Loans or other Obligations owing
to it (other than pursuant to the terms of Sections 2.8.6, 4.3, 4.4 and 4.5) in
excess of its pro rata share of payments then or therewith obtained by all
Lenders with respect to their same Loans or other same Obligations owing to
them, such Lender shall purchase from the other Lenders such participations in
such Loans or other Obligations as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase
shall be rescinded and each Lender which has sold a participation to the
purchasing Lender shall repay to the purchasing Lender the purchase price to
the ratable extent of such recovery together with an amount equal to such
selling Lender's ratable share (according to the proportion of

(a) the amount of such selling Lender's required repayment to
the purchasing Lender

(b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of
such participation. If under any applicable

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bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a setoff to which this Section applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in
a manner consistent with the rights of the Lenders entitled under this Section
to share in the benefits of any recovery on such secured claim.

SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any
Event of Default described in clauses (a) through (d) of Section 8.1.9 or, with
the consent of the Required Lenders, any other Event of Default, have the right
to appropriate and apply to the payment of the Obligations owing to it (whether
or not then due), and (as security for such Obligations) the Borrower hereby
grants to each Lender a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of the Borrower then or thereafter
maintained with such Lender or any Affiliate of such Lender; provided, however,
that any such appropriation and application shall be subject to the provisions
of Section 4.8. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Lender may have.

SECTION 4.10. Lender's Duty to Mitigate. Each Lender agrees that, as
promptly as practicable after it becomes aware of the occurrence of an event or
the existence of a condition that would cause it to be affected under Section
2.8.6, 4.1, 4.3 or 4.6, or that would entitle such Lender to receive payments
under Section 4.5 or that would result in the incurrence of Taxes by such
Lender, it will, to the extent not inconsistent with such Lender's internal
policies, use reasonable efforts to make, fund, or maintain its affected LIBO
Rate Loans or Letters of Credit or participations therein through another
lending office of such Lender if, as a result thereof, the additional moneys
which would otherwise be required to be paid to such Lender pursuant to Section
4.3 or 4.5, as the case may be, would be materially reduced, or the illegality
or other adverse circumstances which would otherwise require a conversion of
such Loans pursuant to Section 4.1 would cease to exist, and if, as determined
by such Lender in its sole discretion, the making, funding or maintaining of
such Loans, Letters of Credit or participations therein through such other
lending office would not otherwise adversely affect such Loans, Letters of
Credit, participations or such Lender; provided, however, that such Lender
shall not be obligated to utilize such other lending office unless the
Borrower agrees to pay all reasonable expenses incurred by any

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Lender in utilizing another lending office pursuant to this Section.

SECTION 4.11. Replacement of Lenders. Each Lender hereby severally
agrees that if such Lender makes demand upon the Borrower for compensation
resulting from any materially increased costs pursuant to Section 2.8.6, 4.3,
4.5 or 4.6 and such costs are materially greater (as determined by the Borrower
in the reasonable exercise of its discretion) than the aggregate amount of
payments made or required to be made to at least one other Lender which is
subject to similar regulatory requirements giving rise to such increased costs
and has Commitments or Loans in an amount similar to the Commitments and Loans
of the affected lender (the "Affected Lender"), so long as no Event of Default
shall have occurred and be continuing and the Borrower shall have obtained a
commitment from an Eligible Assignee (which may be another Lender) (a
"Replacement Lender") to become a Lender for all purposes under this Agreement
and assume all obligations of the Affected Lender, the Borrower may, within 120
days of receipt of such demand, give notice (a "Replacement Notice") in writing
to the Administrative Agent and the Affected Lender of its intention to replace
the Affected Lender with a financial institution designated in such Replacement
Notice; provided, however, that the Replacement Lender shall be acceptable to
each Issuer that has issued any Letter of Credit then outstanding and the
Administrative Agent, or if it is not an Issuer, the Administrative Agent;
provided, further, that concurrently with such termination (i) the Borrower
and/or the Replacement Lender, as applicable, shall pay the Affected Lender an
amount equal to all principal, interest, fees and other amounts owed or accrued
to the Affected Lender (including, without limitation, amounts, if any, owed
under Section 2.8.6, 4.3, 4.4, 4.5 or 4.6) to the date on which such
termination becomes effective and (ii) all documents and supporting materials
necessary, in the reasonable judgment of the Administrative Agent (or if the
Administrative Agent (the "Existing Administrative Agent") is also the Lender
to be terminated, any successor Administrative Agent appointed in accordance
with the provisions of Section 9.4 following the resignation of the Existing
Administrative Agent as described therein) to evidence the substitution of the
Replacement Lender for the Affected Lender shall have been received by the
Administrative Agent as of such date, together with a processing and
recordation fee of $3,000 which shall have been paid by the Borrower to the
Administrative Agent. Upon the effective date of such assignment, such
Replacement Lender and such Replacement Lender shall become a "Lender" for all
purposes under this Agreement and all other Loan Documents.

SECTION 4.12. Replacement Event. (a) If a Replacement Event occurs
with respect to any Lender, the Affected Replacement Event Lender shall deliver
written notice of the occurrence of

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such Replacement Event to the Administrative Agent within ten days after such
occurrence and, as soon as practicable after receipt of such notice, the
Administrative Agent shall notify the Borrower and each applicable Issuer
thereof.

(b) Whether or not such notice is delivered to the Administrative
Agent, if a Replacement Event occurs, so long as the Administrative Agent has
not received written notice from the Affected Replacement Event Lender to the
effect that the Benchmark Securities of the Affected Replacement Event Lender
have been subsequently rated at a level that would not cause the occurrence of
a Replacement Event, any Issuer that has issued a Letter of Credit that is then
outstanding or the Administrative Agent, if it is not such an Issuer (all such
Issuers and the Administrative Agent being the "Affected Issuers"), or the
Borrower may request (by written notice delivered to the Administrative Agent)
that the Affected Replacement Event Lender be terminated and replaced as a
party to this Agreement to the extent of the unfunded portion of its
Commitments. Subject to the provisions of the first sentence of clause (c)
below, in the event that a commitment shall have been obtained by (i) an
Affected Issuer from an Eligible Assignee acceptable to the Borrower (which
approval shall not be unreasonably delayed or withheld) or an Eligible Assignee
which is a Lender or (ii) the Borrower from an Eligible Assignee (which may
include a Lender) to become a Lender for all purposes under this Agreement and
to assume all obligations of the Affected Replacement Event Lender to the
extent of the unfunded portion of the Affected Replacement Event Lender's
Commitments, the Affected Replacement Event Lender will be terminated as a
Lender and replaced as a party to this Agreement with respect to the unfunded
portion of its Commitments; provided, however, that any such Eligible Assignee
described in clause (i) or (ii) shall be acceptable to all Affected Issuers
based on the criteria set forth in Section 10.11 (any such acceptable Eligible
Assignee being a "Replacement Event Lender"); provided, further, that
concurrently with such termination, (A) the Borrower and/or the Replacement
Event Lender, as applicable, shall pay the Affected Replacement Event Lender an
amount equal to all principal, interest, fees and other amounts owed or accrued
to such Affected Replacement Event Lender with respect to the Commitments,
Loans (other than its Term Loans or funded Delayed Term Loans) and Letters of
Credit to the date on which such termination becomes effective, (B) all of the
requirements of Section 10.11 (other than the minimum assignment amount of
$5,000,000 if to a Lender or $15,000,000 if to an Eligible Assignee, as set
forth in clause (b) of Section 10.11) shall be satisfied with respect to the
assumption by the Replacement Event Lender of the affected obligations of the
Affected Replacement Event Lender, and (C) all documents and supporting
materials necessary, in the reasonable judgment of the Administrative Agent, to
evidence the substitution of the

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Replacement Event Lender for such Affected Replacement Event Lender shall have
been received by the Administrative Agent as of such date, together with a
processing and recordation fee of $3,000 which shall be paid by the Affected
Replacement Event Lender to the Administrative Agent.

(c) If such termination and replacement described in clause (b) above
have not become effective within 30 days after receipt by the Administrative
Agent of notice from any Affected Issuer or the Borrower requesting such
termination, then, upon written notice to the Administrative Agent from an
Affected Issuer or the Borrower requesting the same, the Affected Replacement
Event Lender shall be required to purchase an assignment from such Affected
Issuer of rights and obligations relating to such Affected Issuer's Term Loans
and to the extent necessary, if at all, the funded portion of such Affected
Issuer's Delayed Term Loans in an aggregate amount up to an amount equal to the
aggregate unfunded portion of the Affected Replacement Event Lender's Revolving
Loan Commitment on the date of such assignment and, contemporaneously
therewith, to assign to such Affected Issuer an equivalent Dollar amount of the
Affected Replacement Event Lender's rights and obligations relating to its
Revolving Loan Commitment. If more than one Affected Issuer shall deliver such
written notice to the Administrative Agent requesting assignments to and from
such Affected Issuer, then the assignment described in the immediately
preceding sentence shall be made to and from all such Affected Issuers in such
amounts as may be agreed by such Affected Issuers. In the event of any
assignment by an Affected Replacement Event Lender pursuant to either of the
two immediately preceding sentences, the Affected Replacement Event Lender
shall pay a processing and recordation fee of $3,000 to the Administrative
Agent.

(d) If any assignment requested by an Affected Issuer described in
this Section 4.12 results in the prepayment of any LIBOR Rate Loans, the
Borrower shall not be required to pay any compensation otherwise required
pursuant to Section 4.4 in connection with the assignment of such LIBOR Rate
Loans.

ARTICLE V

CONDITIONS TO CREDIT EXTENSION

SECTION 5.1. Initial Credit Extension. The obligations of each Lender
(including, as applicable, the Issuers) to make the initial Credit Extension
shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Section 5.1.

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SECTION 5.1.1. Resolutions, etc. The Administrative Agent shall have
received from each Obligor a certificate, dated the date of the initial Credit
Extension, of its Secretary or Assistant Secretary as to

(a) resolutions of its Board of Directors then in full force
and effect authorizing the execution, delivery and performance of each
Loan Document to be executed by it;

(b) the incumbency and signatures of those of its officers
authorized to act with respect to each Loan Document executed by it;
and

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of such Obligor canceling or
amending such prior certificate.

SECTION 5.1.2. Termination or Amendment of Credit Agreements. On or
prior to the Closing Date, the Borrower shall have taken and shall have caused
EPIC to have taken all necessary actions such that,

(a) on or prior to the Closing Date (i) the commitments under
the 1992 Credit Agreement and the EPIC Credit Agreement shall have
been terminated, (ii) all outstanding obligations thereunder,
including, without limitation, any principal, interest, fees,
commissions and other amounts accrued and unpaid thereunder (including
any fees, commissions or other amounts accrued and unpaid with respect
to the letters of credit issued under the 1992 Credit Agreement that
are deemed, pursuant to Section 2.8, to have been issued under this
Agreement), shall be discharged and (iii) no lender thereunder or
other party thereto shall have any Lien over the collateral or any
other property of the Borrower or any of its Subsidiaries; and

(b) the AmSouth Facility shall have been amended on terms and
conditions satisfactory to the Administrative Agent and the guaranty
of EPIC Healthcare Group, Inc. relating thereto shall have been
amended on terms and conditions satisfactory to the Administrative
Agent.

SECTION 5.1.3. Transaction Consummated.

(a) EPIC Merger Agreement and Related Documents. The
Administrative Agent shall have received (with copies for each Lender)
a fully executed copy of the EPIC Merger Agreement, and all other
certificates, filings, documents, consents, approvals, board of
directors resolutions and

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opinions furnished pursuant to or in connection with the consummation
of the EPIC Transaction each of which shall be in form and substance
satisfactory to the Administrative Agent and the majority Co-Agents.
No amendment, waiver or other modification of, or other forbearance to
exercise any rights with respect to, any of the terms or provisions
relating to the conditions to the consummation of the EPIC Merger in
the EPIC Merger Agreement that could reasonably be expected to have a
material adverse effect on the financial condition, operations,
assets, business or properties of the Borrower or the Borrower and its
Subsidiaries, taken as a whole, shall have been made or consented to
by the Borrower (unless otherwise agreed to by the Administrative
Agent and the majority Co-Agents).

(b) Consummation of EPIC Merger; Delivery of Certificate of
EPIC Merger. The EPIC Merger shall have been consummated in
accordance with the EPIC Merger Agreement. The Certificate of Merger,
in recordable form, shall have been executed by the parties thereto,
and the Administrative Agent shall have received evidence satisfactory
to it that counterparts thereof have been presented for filing with
the Secretary of State of the State of Delaware. The Administrative
Agent shall have received a copy of the Certificate of Merger, duly
executed and delivered by each party thereto.

(c) EPIC Redeemable Debt. The Administrative Agent shall
have received a true and correct copy of each irrevocable notice of
redemption delivered to the trustees of the EPIC Redeemable Debt which
redemption shall have been arranged on terms and conditions
satisfactory to the Lenders.

(d) Tender; Consent; Amendments to Existing EPIC Subordinated
Debt. The Tender and the Consent shall have been consummated on terms
and conditions satisfactory to the Administrative Agent. The EPIC
10-7/8% Senior Subordinated Note Indenture, the CMOs and the EPIC 12%
Senior Deferred Coupon Note Indenture each shall have been amended by
the Supplemental Indenture relating thereto, each of which
Supplemental Indentures shall have been executed and delivered by the
appropriate trustee and EPIC or its appropriate Subsidiary and become
effective.

(e) No Default under EPIC Tendered Debt. No Event of Default
(as defined in any indenture relating to the EPIC Tendered Debt) shall
have occurred or be created as a result of the Transaction.

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SECTION 5.1.4. Subsidiary Guaranty. The Administrative Agent shall
have received the Subsidiary Guaranty, dated as of the date hereof, duly
executed and delivered by each Subsidiary Guarantor.

SECTION 5.1.5. Pledge Agreements. The Administrative Agent shall
have received executed counterparts of each of the Pledge Agreements, dated as
of the Closing Date, duly executed and delivered by each of the parties
thereto, together with (i) the certificates, evidencing all of the issued and
outstanding shares of capital stock pledged to the Collateral Agent pursuant to
the Pledge Agreements on the Closing Date, which certificates shall in each
case be accompanied by undated stock powers duly executed in blank, and (ii)
evidence reasonably satisfactory to the Collateral Agent that all recordings
and other actions which the Collateral Agent shall reasonably deem necessary or
advisable to establish, preserve and perfect the Liens granted to the Lenders
pursuant to the Collateral Documents have been made or taken (except the
capital stock of the Minority Subsidiaries need not be pledged at any time).

SECTION 5.1.6. Funds Available for the Transaction. On or prior to
the Closing Date, the cash proceeds of the Public Offering shall have been
applied to the EPIC Merger and the cash proceeds of the Note Offering and the
Borrower Effective Date Cash on Hand shall have been applied to the payment of
the cash consideration of the Transaction. The amount of such funds not so
applied on the Closing Date, together with the amount of Commitments available
for such purpose shall be sufficient to pay in full all remaining cash
consideration for the Transaction.

SECTION 5.1.7. Public Offering. The Administrative Agent shall have
received copies of all documents, agreements and instruments related to the
Public Offering and the other transactions contemplated in connection therewith
(including the Borrower's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission), all of which shall be in form and
substance reasonably satisfactory to the Administrative Agent. The Borrower
shall have received gross cash proceeds from the Public Offering in an amount
at least equal to $140,000,000.

SECTION 5.1.8. Issuance of the Subordinated Notes. The Borrower
shall have duly authorized, executed and delivered the Subordinated Notes and
all other certificates, documents and agreements entered into in connection
therewith, and the Administrative Agent shall have received, with counterpart
copies for each Lender, true and correct copies of the Subordinated Notes and
all other certificates, documents, agreements, consents and opinions furnished
pursuant to or in connection therewith, the terms and conditions of which shall
be reasonably satisfactory to the Administrative Agent. The Borrower shall have

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received gross cash proceeds from the issuance of the Subordinated Notes in an
amount at least equal to $200,000,000.

SECTION 5.1.9. Internal Revenue Service Forms. Each applicable
Lender shall deliver to the Administrative Agent pursuant to the last paragraph
of Section 4.6 two duly completed copies of the appropriate United States
Internal Revenue Service Form.

SECTION 5.1.10. Solvency. The Administrative Agent shall have
received a certificate executed by a duly Authorized Officer of the Borrower to
the effect that the Borrower will be Solvent after giving effect to the
transactions contemplated by this Agreement.

SECTION 5.1.11. Closing Date Certificate. The Administrative Agent
shall have received the Closing Date Certificate, dated the Closing Date and
duly executed by an Authorized Officer of the Borrower. All statements in and
agreements required to be appended to the Closing Date Certificate shall be in
form and substance satisfactory to the Administrative Agent.

SECTION 5.1.12. Financial Information, etc. The Administrative Agent
shall have received, in each case in form and scope reasonably satisfactory to
the Administrative Agent, the financial statements referred to in Section 6.5.

SECTION 5.1.13. Subordination. The Existing Healthtrust Subordinated
Notes, the Existing Healthtrust Subordinated Debentures, the Subordinated Notes
and the EPIC 10-7/8% Senior Subordinated Notes shall be subordinated in right
of payment and of security to all Obligations under this Agreement, and the
Administrative Agent shall have received a certificate, duly executed and
delivered by an Authorized Officer of the Borrower, to such effect.

SECTION 5.1.14. Opinions of Counsel. The Administrative Agent shall
have received opinions, dated the date of the initial Credit Extension and
addressed to the Administrative Agent and all Lenders, from

(a) Waller Lansden Dortch & Davis, special Tennessee counsel
to the Borrower, substantially in the form of Exhibit L-1 hereto;

(b) Dewey Ballantine, counsel to the Borrower, substantially
in the form of Exhibit L-2 hereto;

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(d) Local counsel to the Borrower, substantially in the form
of Exhibit L-4 hereto; and

(e) Mayer, Brown & Platt, counsel to the Administrative
Agent, substantially in the form of Exhibit K hereto.

SECTION 5.1.15. Closing Fees, Expenses, etc. The Administrative
Agent shall have received for its own account, or for the account of each
Lender, as the case may be, all fees, costs and expenses due and payable
pursuant to Sections 3.3 and 10.3, if then invoiced.

SECTION 5.2. All Credit Extensions. The obligation of each Lender
(including, as applicable, an Issuer) to make any Credit Extension (including
the initial Credit Extension) shall be subject to the satisfaction of each of
the conditions precedent set forth in this Section 5.2.

SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both
before and after giving effect to such Credit Extension (but, if any Default of
the nature referred to in Section 8.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds of any Borrowing) the following statements shall be
true and correct as of the date of such Credit Extension:

(a) the representations and warranties set forth in Article
VI shall be true and correct in all material respects with the same
effect as if then made (unless stated to relate solely to an earlier
date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date);
provided, however, that the condition precedent set forth in this
clause (a) shall be satisfied with respect to any representation or
warranty (i) made by the Borrower with respect to the Subsidiary
Guaranty, (ii) made by the Borrower with respect to the Subsidiary
Stock Pledge Agreement, or any other Collateral Document to which a
Subsidiary of the Borrower is a party, and (iii) otherwise made by the
Borrower with respect to a Subsidiary, unless (A) a Subsidiary or
Subsidiaries of the Borrower accounting for more than 10.0% of the
consolidated net revenues or more than 10.0% of the consolidated
assets of the Borrower, or the Subsidiary Guaranty or Subsidiary Stock
Pledge Agreement, or such other Collateral Documents, of such a
Subsidiary or Subsidiaries, are the subject of one or more materially
false representations or warranties of the types described in this
proviso (except that in making such determination (i) EPIC and its
Subsidiaries shall be excluded from such calculation for the period
commencing on

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the Closing Date and ending on the 90th day after the Closing Date and
(ii) EPIC Properties, Inc. shall be excluded from such calculation
until such time that all of the CMOs have been redeemed or otherwise
retired), or (B) there otherwise exists a Material Adverse Effect in
connection with one or more materially false representations or
warranties of the types described in this proviso; and

(b) no Default shall have then occurred and be continuing.

SECTION 5.2.2. Credit Extension Request. The Administrative Agent
shall have received a Borrowing Request if Loans are being requested or an
Issuance Request if a Letter of Credit is being requested. Each of the
delivery of a Borrowing Request or an Issuance Request and the acceptance by
the Borrower of the proceeds or other benefits of such Credit Extension shall
constitute a representation and warranty by the Borrower that on the date of
such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the statements
made in Section 5.2.1 are true and correct.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Administrative Agent to enter
into this Agreement and to make Credit Extensions hereunder, the Borrower
represents and warrants to the Administrative Agent and each Lender as set
forth in this Article VI.

SECTION 6.1. Organization, etc. The Borrower and each of its
Subsidiaries is a corporation or partnership validly organized and existing and
in good standing under the laws of the State of its incorporation or
organization, is duly qualified to do business and is in good standing as a
foreign corporation or partnership in each jurisdiction where the nature of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not cause a Material Adverse Effect, and
has full corporate or partnership power and authority to enter into and perform
its Obligations under this Agreement and each other Loan Document to which it
is a party and, except to the extent such failure would not cause a Material
Adverse Effect, to own and hold under lease its property and to conduct its
business substantially as currently conducted by it.

SECTION 6.2. Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by the Borrower of this

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Agreement and each other Loan Document executed or to be executed by it, and
the execution, delivery and performance by each other Obligor of each Loan
Document executed or to be executed by it are within the Borrower's and each
such Obligor's corporate powers, have been duly authorized by all necessary
corporate action, and do not

(a) contravene the Borrower's or any such Obligor's Organic
Documents;

(b) contravene any material contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting the Borrower or any such Obligor; or

(c) result in, or require the creation or imposition of, any
Lien on any of any Obligor's properties other than as provided in the
Collateral Documents or permitted under Section 7.2.3.

SECTION 6.3. Government Approval, Regulation, etc. No authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person is required for the
due execution, delivery or performance by the Borrower or any other Obligor of
this Agreement, the Notes or any other Loan Document to which it is or upon
consummation of the Tender with respect to EPIC and its Subsidiaries will
become a party, or for the Borrower's or any of its Subsidiaries' participation
in the consummation of the transactions contemplated hereby except for such
authorizations, approvals, notices, filings or other actions that, if not
obtained, delivered or performed, would not cause a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended. Each of the Borrower and its Subsidiaries has all permits,
licenses and other governmental approvals and all accreditations for the
operation of each of its Facilities as are required to be maintained by it
pursuant to Section 7.1.7 and is qualified to participate in and receive
payment under all private insurance programs having broad application and all
Federal, state and local governmental programs providing for payment or
reimbursement for services rendered to the extent required by Section 7.1.7.

SECTION 6.4. Validity, etc. This Agreement and all other
documentation relating to letters of credit issued under the 1992 Credit
Agreement constitute, and each other Loan Document executed by the Borrower
will, on the due execution and delivery

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thereof, constitute, the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles (whether at law or in equity) relating to or
limiting creditors' rights generally; and each Loan Document executed pursuant
hereto by each other Obligor will, on the due execution and delivery thereof by
such Obligor, be the legal, valid and binding obligation of such Obligor
enforceable in accordance with its terms except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles (whether at law or in equity) relating to or limiting
creditors' rights generally.

SECTION 6.5. Financial Information. Each of (i) the audited balance
sheets of the Borrower and each of its Existing Subsidiaries as at August 31,
1993, and the related statements of earnings and cash flow of the Borrower and
each of its Existing Subsidiaries and (ii) the unaudited balance sheets of the
Borrower and its Existing Subsidiaries as at February 28, 1994 and the related
statements of earnings and cash flow of the Borrower and each of its Existing
Subsidiaries, copies of which have been furnished to the Administrative Agent
and each Lender, have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended; provided, however, that any financial
statements delivered pursuant to clause (ii) are subject to normal year-end
audit adjustments.

SECTION 6.6. No Material Adverse Change. Except as has been disclosed
in writing to the Administrative Agent and the Lenders prior to the Closing
Date, (i) since August 31, 1993, with respect to the Borrower or any of its
Existing Subsidiaries, taken as a whole, (ii) since September 30, 1993, with
respect to EPIC or any of its Subsidiaries, taken as a whole or (iii) since the
Closing Date with respect to the Borrower or any of its Subsidiaries, taken as
a whole, no event has occurred which has or would cause a Material Adverse
Effect.

SECTION 6.7. Litigation, Labor Controversies, etc. There is no
pending or, to the knowledge of the Borrower, threatened litigation, action,
proceeding, or labor controversy affecting the Borrower or any of its
Subsidiaries, or any of their respective properties, businesses, assets or
revenues, which would cause a Material Adverse Effect or which purports to
affect the legality, validity or enforceability of this Agreement, the Notes or
any other Loan Document, except (i) as disclosed in writing to the Co-Agents
and consented to by the Required Lenders, (ii) malpractice litigation or (iii)
as disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule.

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SECTION 6.8. Subsidiaries. The Borrower has no Subsidiaries, except
those Subsidiaries

(a) which are identified in Item 6.8(a) ("Existing
Subsidiaries") of the Disclosure Schedule as of the date hereof or as
of the most recent revision of Item 6.8(a) ("Subsidiaries") of the
Disclosure Schedule delivered pursuant to clause (j)(i) of Section
7.1.1, as the case may be; or

(b) which are permitted to have been acquired in accordance
with Section 7.2.5 or 7.2.9.

Item 6.8(c) ("Ownership Interest") of the Disclosure Schedule correctly sets
forth the ownership interest of the Borrower in each of its Subsidiaries as of
the date hereof or as of the date of the most recent revision of Item 6.8(c)
("Ownership Interest") of the Disclosure Schedule delivered pursuant to clause
(k)(i) of Section 7.1.1, as the case may be.

SECTION 6.9. Ownership of Properties. The Borrower and each of its
Subsidiaries owns good and legal title to all of its material properties and
assets, real and personal, tangible and intangible, of any nature whatsoever
(including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens except as permitted pursuant to Section 7.2.3.

SECTION 6.10. Taxes. The Borrower and each of its Subsidiaries has
filed all tax returns and reports required by law to have been filed by it the
non-filing of which could result in an aggregate liability of the Borrower and
its Subsidiaries in excess of $15,000,000 and has paid all taxes and
governmental charges thereby shown to be owing, except to the extent permitted
by clause (b) of Section 7.1.2.

SECTION 6.11. Pension and Welfare Plans. Except as disclosed in Item
6.11 ("Pension and Welfare Plans") of the Disclosure Schedule, during the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Borrowing hereunder, no steps
have been taken to terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA. No condition exists or event or transaction has
occurred with respect to any Employee Benefit Plan which would reasonably be
expected to result in the incurrence by the Borrower or any member of the
Controlled Group of any material liability, fine or penalty (other than benefit
obligations payable in the ordinary course) and, to the best knowledge of the
Borrower and each of its Subsidiaries, no inquiry or investigation has been
initiated or undertaken by the U.S. Department of Labor pertaining to any

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suspected or alleged fiduciary breach relating to any Employee Benefit Plan.
Neither the Borrower nor any member of the Controlled Group has any contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Title I
of ERISA.

SECTION 6.12. Environmental Warranties. Except as set forth in Item
6.12 ("Environmental Matters") of the Disclosure Schedule:

(a) all facilities and property (including underlying
groundwater) owned or leased by the Borrower or any of its
Subsidiaries have been, and continue to be, owned or leased by the
Borrower and its Subsidiaries in material compliance with all
Environmental Laws except for noncompliance which, singly or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect or which noncompliance is the subject of a Good Faith Contest;

(b) there have been no past, and there are no pending or
threatened

(i) claims, complaints, notices or requests for
information received by the Borrower or any of its
Subsidiaries with respect to any alleged violation of any
Environmental Law which could reasonably be expected to have a
Material Adverse Effect, or

(ii) complaints, notices or inquiries to the
Borrower or any of its Subsidiaries regarding potential
liability under any Environmental Law which could reasonably
be expected to have a Material Adverse Effect;

(c) there have been no Releases of Hazardous Materials at, on
or under any property now or previously owned or leased by the
Borrower or any of its Subsidiaries that, singly or in the aggregate,
have, or may reasonably be expected to have, a Material Adverse
Effect;

(d) the Borrower and its Subsidiaries have been issued and
are in material compliance with all material permits, certificates,
approvals, licenses and other authorizations relating to environmental
matters which are necessary or desirable for their businesses;

(e) no property now or previously owned or leased by the
Borrower or any of its Subsidiaries is listed or proposed for listing
(with respect to owned property only) on the National Priorities List
pursuant to CERCLA, on the

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CERCLIS or on any similar state list of sites requiring investigation
or clean-up;

(f) there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any property
now or previously owned or leased by the Borrower or any of its
Subsidiaries that, singly or in the aggregate, have, or may reasonably
be expected to have, a Material Adverse Effect;

(g) neither the Borrower nor any Subsidiary of the Borrower
has directly transported or directly arranged for the transportation
of any Hazardous Material to any location which is listed or proposed
for listing on the National Priorities List pursuant to CERCLA, on the
CERCLIS or on any similar state list or which is the subject of
federal, state or local enforcement actions or other investigations
which may lead to material claims against the Borrower or such
Subsidiary thereof for any remedial work, damage to natural resources
or personal injury, including claims under CERCLA;

(h) there are no polychlorinated biphenyls or friable
asbestos present at any property now or previously owned or leased by
the Borrower or any Subsidiary of the Borrower that, singly or in the
aggregate, have, or may reasonably be expected to have, a Material
Adverse Effect; and

(i) no conditions exist at, on or under any property now or
previously owned or leased by the Borrower which, with the passage of
time, or the giving of notice or both, would give rise to liability
under any Environmental Law which could reasonably be expected to have
a Material Adverse Effect.

SECTION 6.13. Regulations G, U and X. The Borrower is not engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Loans will be used for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation G, U or X.
Terms for which meanings are provided in F.R.S. Board Regulation G, U or X or
any regulations substituted therefor, as from time to time in effect, are used
in this Section with such meanings.

SECTION 6.14. Accuracy of Information. All factual information
heretofore or contemporaneously furnished by or on behalf of the Borrower in
writing to the Administrative Agent or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all other such factual information hereafter furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender will be, true and accurate
in every material respect on the date as of which

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such information is dated or certified and as of the date of execution and
delivery of this Agreement by the Administrative Agent and such Lender, and
such information is not, or shall not be, as the case may be, incomplete by
omitting to state any material fact necessary to make such information not
misleading.

SECTION 6.15. Status of Obligations.

(a) The incurrence by the Borrower of all Obligations
hereunder and any related Hedging Obligations, and the execution,
delivery, maintenance and performance of the Subsidiary Guaranty and
the Subsidiary Pledge Agreement, do not and will not violate, or
constitute (with due notice or lapse of time or both) an Event of
Default (as defined in the indenture related thereto) under the
Tendered Debt or the Subordinated Debt.

(b) The entry by the Borrower into subordination arrangements
with respect to intercompany indebtedness does not and will not
violate, or constitute (with due notice or lapse of time or both) a
default under, any indenture pursuant to which the Subordinated Debt
or the Tendered Debt was issued.

(c) The incurrence and maintenance of the first priority
security interests in stock pledged to the Collateral Agent pursuant
to the Pledge Agreements do not and will not violate, or constitute
(with due notice or lapse of time or both) an Event of Default (as
defined in the indenture related thereto) under, any indenture
pursuant to which the Subordinated Debt or the Tendered Debt was
issued.

(d) All Loans, when made, and all Reimbursement Obligations,
when incurred, will constitute "Senior Indebtedness" and "Specified
Senior Indebtedness" or similar defined terms under all indentures
(other than the EPIC 12% Senior Deferred Coupon Note Indenture)
pursuant to which the Subordinated Debt was or will be issued. The
subordination provisions of such indentures pursuant to which such
Subordinated Debt was or will be issued, are or will be, as the case
may be, enforceable against the holders thereof.

ARTICLE VII

COVENANTS

SECTION 7.1. Affirmative Covenants. The Borrower agrees with the
Administrative Agent, each Lender and each Issuer that, until all Commitments
have terminated and all Obligations have

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been paid and performed in full, the Borrower will perform the obligations set
forth in this Section 7.1.

SECTION 7.1.1. Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to each Lender and the
Agent copies of the following financial statements, reports, notices and
information:

(a) as soon as available and in any event within 60 days
after the end of each Fiscal Quarter of each Fiscal Year of the
Borrower, consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Quarter and consolidated
statements of earnings and consolidated statements of cash flow of the
Borrower and its Subsidiaries for such Fiscal Quarter and for the
period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter, setting forth in comparative form
and details the figures for the corresponding period of the previous
Fiscal Year and corresponding budget, certified by an Authorized
Officer of the Borrower;

(b) as soon as available and in any event within 95 days
after the end of each Fiscal Year of the Borrower, a copy of the
annual audit report for such Fiscal Year for the Borrower and its
Subsidiaries, including therein consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such Fiscal Year and
consolidated statements of earnings and consolidated statements of
cash flow of the Borrower and its Subsidiaries for such Fiscal Year,
in each case certified (without any Impermissible Qualification) in a
manner acceptable to the Agent and the Required Lenders by any "Big
Six" accounting firm selected by the Borrower or any other independent
certified public accountants of recognized national standing selected
by the Borrower and reasonably acceptable to the Required Lenders,
together with a report from such accountants to the effect that, in
making the examination necessary for the signing of such annual audit
report by such accountants, they have not become aware of any Default
that has occurred and is continuing, or, if they have become aware of
such Default, describing such Default and the steps, if any, being
taken to cure it;provided, however, that such accountants shall not be
liable by reason of any failure to obtain knowledge of any such
Default that would not be disclosed in the course of their audit
examination;

(c) as soon as available and in any event within 60 days
after the end of each Fiscal Quarter commencing with the Fiscal
Quarter ended August 31, 1994, a Compliance Certificate, executed by
an Authorized Officer of the

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Borrower, showing (in reasonable detail and with appropriate
calculations and computations in all respects satisfactory to the
Agent) compliance with the financial covenants set forth in Section
7.2.4;

(d) promptly after the chairman of the board, president,
chief executive officer, chief operating officer, principal financial
officer, controller or treasurer of the Borrower obtains actual
knowledge thereof, notice of the occurrence of any Default, together
with a statement of one of the foregoing officers setting forth
details of such Default and the action which the Borrower has taken
and proposes to take with respect thereto;

(e) promptly after the chairman of the board, president,
chief executive officer, chief operating officer, principal financial
officer, controller or treasurer of the Borrower obtains actual
knowledge thereof, notice of (y) the occurrence of any material
adverse development on the merits with respect to any litigation,
action, proceeding, or labor controversy described in Section 6.7 or
(z) the commencement of any litigation, action, proceeding or labor
controversy of the type described in Section 6.7 (other than
malpractice litigation);

(f) promptly after the sending or filing thereof, copies of
all reports which the Borrower sends to any of its securityholders,
and all periodic reports, reports on Form 8-K and registration
statements which the Borrower or any of its Subsidiaries files with
the Securities and Exchange Commission or any national securities
exchange;

(g) promptly after becoming aware of the institution of any
steps by the Borrower or any other Person to terminate any Pension
Plan, or the failure to make a required contribution to any Pension
Plan if such failure is sufficient to give rise to a Lien under
section 302(f) of ERISA, or the taking of any action with respect to a
Pension Plan which would reasonably be expected to result in the
requirement that the Borrower furnish a bond or other security to the
PBGC or such Pension Plan, or the occurrence of any event with respect
to any Employee Benefit Plan which would reasonably be expected to
result in the incurrence by the Borrower of any material liability,
fine or penalty (other than benefit obligations payable in the
ordinary course), or any material increase in the contingent liability
of the Borrower with respect to any post-retirement Welfare Plan
benefit, or the initiation of any inquiry, investigation or proceeding
by the U.S. Department of Labor pertaining to any suspected or alleged
fiduciary

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breach relating to any Employee Benefit Plan, notice thereof and
copies of all documentation relating thereto;

(h) together with each delivery of financial statements made
pursuant to clause (b), a certificate from an Authorized Officer of
the Borrower setting forth the details of the establishment by St.
Paul Fire and Marine Insurance Co. Inc. (or any other
nationally-recognized professional liability or medical malpractice
insurer, or any nationally-recognized claims adjustor, in each case
selected by the Borrower and reasonably satisfactory to the
Administrative Agent) of reserves in an amount equal to or greater
than $2,500,000 (in the case of any single claim) or $5,000,000 (in
the case of multiple claims arising out of a single incident or a
related series of incidents) in respect of actual or potential claims
against the Borrower or any of its Subsidiaries related to
professional liability or medical malpractice or, in the case of any
such reserve previously established, of the increase in such reserve
to an amount equal to or greater than $2,500,000 (in the case of any
single claim) or $5,000,000 (in the case of multiple claims arising
out of a single incident or a related series of incidents), and
specifying what action (if any) the Borrower has taken, is taking and
proposes to take with respect thereto;

(i) promptly after their being made publicly available,
copies of all press releases and other statements made available
generally by the Borrower to the public concerning material
developments in the business of the Borrower and its Subsidiaries;

(j) together with each delivery of financial statements of
the Borrower and its Subsidiaries pursuant to clause (b) above,

(i) a revised Item 6.8 (a) ("Subsidiaries") of the
Disclosure Schedule, listing all Subsidiaries of the Borrower
as at the end of the applicable Fiscal Year and a revised Item
6.8(c) ("Ownership Interest");

(ii) a schedule, in form reasonably satisfactory to
the Administrative Agent, for each Facility, and, in the
aggregate, for all Facilities of the following information to
the extent that such information is not displayed in the
financial statements delivered pursuant to clause (a): (A)
licensed beds, (B) average daily census, (C) admission and
length of stay, (D) number of beds in service, (E) in-patient
revenues, (F) outpatient revenues and (G) payor mix; and

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(iii) information giving details of the operating
indicators and financial performance of each general acute
care hospital which is owned or leased by a Minority Venture,
setting forth in comparative form and details for the
corresponding periods of the previous Fiscal Year; provided,
however, that the Borrower shall be required to provide the
information specified in the preceding clause (ii) and this
clause (iii) only to the extent that such information is
either in the possession of the Borrower or any of its
Subsidiaries or, through reasonable efforts, may be obtained
by the Borrower or any such Subsidiaries;

(k) together with each delivery of a Compliance Certificate
pursuant to clause (c) above, a schedule listing all Indebtedness in
excess of $10,000,000 permitted pursuant to clause (l) of Section
7.2.2 outstanding as of the date of delivery of such schedule; and

(l) such other information regarding the condition or
operations, financial or otherwise, of the Borrower or any of its
Subsidiaries (but excluding information that federal or state laws or
regulations forbid the Borrower or its Subsidiaries to disclose) as
any Lender through the Administrative Agent may from time to time
reasonably request.

SECTION 7.1.2. Compliance with Laws, etc. The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with
all applicable laws (including, without limitation, Environmental Laws), rules,
regulations and orders, such compliance to include (without limitation):

(a) except as permitted under Section 7.2.9, the maintenance
and preservation of its corporate existence and qualification as a
foreign corporation;

(b) the payment, before the same become delinquent, of all
taxes, assessments and governmental charges imposed upon it or upon
its property except to the extent being contested in good faith by
appropriate proceedings and for which adequate reserves, if any, as
required in conformity with GAAP, shall have been set aside on its
books; and

(c) laws, rules, regulations or orders which relate to
reimbursement under the Medicare program or state health care
programs,

in each case, non-compliance with which would cause a Material Adverse Effect.

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SECTION 7.1.3. Maintenance of Properties. The Borrower will, and
will cause each of its Subsidiaries to, maintain, preserve, protect and keep in
good repair, working order and condition, and make necessary and proper
repairs, renewals and replacements all properties of the Borrower and its
Subsidiaries material to the business or operations of the Borrower and its
Subsidiaries taken as a whole unless the Borrower determines in good faith that
the continued maintenance of any such property is no longer economically
desirable.

SECTION 7.1.4. Insurance. The Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business and the properties and business of its
Subsidiaries against loss or damage of the kinds customarily insured against by
business entities of established reputation engaged in the same or similar
businesses and similarly situated, of such types and in such amounts as are
customarily carried under similar circumstances by such other business
entities; provided, however, that the Borrower may self-insure against workers'
compensation claims (to the extent permitted by applicable law), general
liability claims and professional liability claims.

SECTION 7.1.5. Books and Records. The Borrower will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Administrative
Agent and each Lender or any of their respective representatives, at the
expense of such Lender, upon reasonable notice to the Borrower and at
reasonable times and intervals, to visit all of its offices, to discuss its
financial matters with its officers and independent public accountant (and the
Borrower hereby authorizes such independent public accountant to discuss the
Borrower's financial matters with each Lender or its representatives whether or
not any representative of the Borrower is present; provided, however, that the
Borrower shall be given prior written notice of such discussion and the
Borrower may, if it so chooses, be present at or participate in any such
discussions) and to examine (and photocopy extracts from) any of its books or
other corporate records (but excluding patient records and any other materials
made private or confidential by federal or state law or regulation).

SECTION 7.1.6. Use of Proceeds. The Borrower shall apply

(a) the proceeds of the Term Loans solely to repay in full
all amounts outstanding under the 1992 Credit Agreement and thereafter
to loan or contribute the proceeds thereof to EPIC or its Subsidiaries
to pay in part the cash portion of the purchase price obligations in
connection with the

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acquisition of the Tendered Debt and the tender premiums thereon;

(b) the proceeds of the Delayed Term Loans to pay in part the
cash portion of its purchase price obligations in connection with the
acquisitions contemplated by the Other Transactions (provided, that
the aggregate amount of Delayed Term Loans the proceeds of which are
used to fund Other Transactions shall not exceed $265,000,000) and for
the Borrower to loan or contribute such proceeds to EPIC Healthcare
Group, Inc. to redeem the EPIC Redeemable Debt; and

(c) the proceeds of the Revolving Loans to (i) pay the
transaction costs and expenses of the Transaction (provided that the
aggregate amount of such costs and expenses shall not exceed
$200,000,000 and the cash portion of its obligation in connection with
the Transaction), (ii) for general corporate purposes of the Borrower
and its Subsidiaries and (iii) in the case of Letters of Credit, for
issuing standby Letters of Credit for general corporate purposes.

SECTION 7.1.7. Accreditation and Licensing.

(a) The Borrower will, and will cause each of its
Subsidiaries to, obtain and maintain all permits, licenses and other
governmental approvals and all accreditations as may be necessary for
the operation of each of its Facilities except those permits,
licenses, governmental approvals and accreditations which, if not
obtained and maintained, would not cause a Material Adverse Effect;
and

(b) the Borrower will, and will cause each of its
Subsidiaries to, maintain its qualification for participation in and
payment under private insurance programs having broad application and
federal, state and local governmental programs providing for payment
or reimbursement for services rendered, except to the extent any
failure to maintain such qualification would not cause a Material
Adverse Effect.

SECTION 7.1.8. Subsidiary Advances. The Borrower will cause its
Subsidiaries to make advances to the Borrower from time to time which in the
aggregate are sufficient, together with other funds of the Borrower, to enable
the Borrower to pay its Obligations when due.

SECTION 7.1.9. Future Subsidiaries. On or prior to the 91st day
after the Closing Date, the Borrower shall cause (i) EPIC and each of its
Subsidiaries (other than JV Subsidiaries) to

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become parties to the Subsidiary Guaranty, and (ii) EPIC and each of its
relevant Subsidiaries to become parties to the Subsidiary Pledge Agreement and
deliver certificates representing all of the issued and outstanding shares of
capital stock (other than the capital stock of EPIC Properties, Inc.) of EPIC
and its Subsidiaries, together with duly executed stock powers in blank to the
Collateral Agent. On or prior to the thirtieth day following the redemption in
full of the CMOs, the Borrower shall cause EPIC to deliver to the Collateral
Agent an executed counterpart of the Subsidiary Stock Pledge Agreement and
stock certificates representing all of the issued and outstanding capital stock
of EPIC Properties, Inc., together with duly executed stock powers in blank.
Upon any other Person becoming, after the Effective Date, a Subsidiary of the
Borrower (other than a JV Subsidiary), the Borrower shall notify the
Administrative Agent of such event and such Subsidiary shall become a party to
the Subsidiary Guaranty and the Subsidiary Stock Pledge Agreement in a manner
reasonably satisfactory to the Administrative Agent. In addition, the Borrower
shall provide the Administrative Agent and the Lenders with such opinions of
legal counsel, in form and substance reasonably satisfactory to the
Administrative Agent, as the Administrative Agent may reasonably require,
relating to the obligations of such new Subsidiary under the Subsidiary
Guaranty and Subsidiary Stock Pledge Agreement.

SECTION 7.1.10. Environmental Covenant. The Borrower will, and will
cause each of its Subsidiaries to,

(a) use and operate all of the its facilities and properties
in material compliance with all Environmental Laws, keep all necessary
permits, approvals, certificates, licenses and other authorizations
relating to environmental matters in effect and remain in material
compliance therewith, and handle all Hazardous Materials in material
compliance with all applicable Environmental Laws except for
noncompliance which, singly or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect or which noncompliance
is the subject of a Good Faith Contest;

(b) immediately notify the Administrative Agent and provide
copies upon receipt of all written claims, complaints, notices or
inquiries relating to the condition of its facilities and properties
or compliance with Environmental Laws, and shall promptly cure and
have dismissed with prejudice to the satisfaction of the
Administrative Agent any actions and proceedings relating to
compliance with Environmental Laws except for such claims, complaints,
notices and inquiries which, singly or in the aggregate, could not
reasonably be expected to have a

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Material Adverse Effect or which are the subject of a Good Faith
Contest; and

(c) provide such information and certifications which the
Administrative Agent may reasonably request from time to time to
evidence compliance with this Section 7.1.10.

SECTION 7.2. Negative Covenants. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have
terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 7.2.

SECTION 7.2.1. Business Activities. The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any business activity, except
the business engaged in by the Borrower and its Subsidiaries on the date hereof
and any other business or activities as may be substantially similar,
incidental or related thereto.

SECTION 7.2.2. Indebtedness. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

(a) Indebtedness in respect of the Loans and other
Obligations and any Refunding thereof so long as (i) the principal
amount of such refinancing Indebtedness (or, to the extent such
refinancing Indebtedness does not require cash payments prior to
maturity, the original issuance price thereof) does not exceed the
principal amount of the Obligations so refinanced, (ii) such
refinancing Indebtedness, determined as of the date of incurrence,
does not require any payments or prepayments of the principal thereof
prior to the date that is one month after the final scheduled maturity
date of the Obligations being refinanced, (iii) the sole consideration
received by the Borrower for such refinancing Indebtedness is cash and
(iv) such refinancing Indebtedness is otherwise on terms and
conditions satisfactory to the Required Lenders;

(b) until the 90th day following the Closing Date, the EPIC
Redeemable Debt not to exceed $130,000,000 in aggregate principal
amount;

(c) Indebtedness of Healthtrust or its Subsidiaries existing
as of the Effective Date prior to the EPIC Merger which is identified
in Item 7.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule
and any Indebtedness the proceeds of which are used for the Refunding
of any such Indebtedness identified in Item

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7.2.2(c) of the Disclosure Schedule so long as with respect to any
Subordinated Debt identified therein (i) the principal amount of such
Refunding Subordinated Debt (or, to the extent such Refunding
Subordinated Debt does not require cash payments prior to maturity,
the original issuance price thereof) does not exceed the principal
amount (or the original issuance price, as the case may be) of the
Subordinated Debt identified in Item 7.2.2(c) so Refunded, (ii) such
Refunding Subordinated Debt, determined as of the date of incurrence,
does not mature prior to the final scheduled maturity date of the
Subordinated Debt identified in Item 7.2.2(c) being Refunded and the
Average Life of such Refunding Subordinated Debt is equal to or
greater than the remaining Average Life of the Subordinated Debt
identified in Item 7.2.2(c) being Refunded and (iii) the terms and
conditions of such Refunding Subordinated Debt and the indentures or
other agreements pursuant to which such Refunding Subordinated Debt is
issued (including, without limitation, those relating to interest
rate, principal amortization, redemption, covenants, events of
default, remedies and subordination) shall be satisfactory to the
Required Lenders;

(d) unsecured Indebtedness incurred in the ordinary course of
business (including open accounts extended by suppliers on normal
trade terms in connection with purchases of goods and services, but
excluding Indebtedness incurred through the borrowing of money or
Contingent Liabilities);

(e) Indebtedness of the Borrower's Subsidiaries owing to the
Borrower and unsecured Indebtedness of the Borrower owing to any of
its Subsidiaries provided that (i) the obligation of the Borrower to
repay Indebtedness to any of its Subsidiaries shall be subject to
agreements in form and substance satisfactory to the Required Lenders
that the obligations of the Borrower shall be subordinated in right of
payment to the payment in full of the Obligations and any related
Hedging Obligations, (ii) all Indebtedness of any of the Borrower's
Subsidiaries to the Borrower shall be subject to agreements in form
and substance satisfactory to the Administrative Agent which shall
provide that (x) the obligations of such Subsidiary thereunder shall
be subordinated in right of payment to the payment in full of the
Obligations of such Subsidiary under the Subsidiary Guaranty and (y)
any payment by such Subsidiary under the Subsidiary Guaranty shall
discharge an equivalent amount of such Indebtedness, and such
Subsidiary shall waive any and all right to offset amounts owed by the
Borrower to such Subsidiary against amounts owed by such Subsidiary to
the Borrower and (iii) all Indebtedness of any Subsidiary of the
Borrower (other than a JV Subsidiary) to any other

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Subsidiary of the Borrower shall be subject to agreements in form and
substance satisfactory to the Administrative Agent which shall provide
that the obligations of such Subsidiary thereunder shall be
subordinated in right of payment to the payment in full of the
Obligations of such Subsidiary under the Subsidiary Guaranty and all
obligations of such Subsidiary to the Borrower;

(f) Indebtedness with respect to the sale of Accounts made as
a "Permitted Disposition" to the extent permitted under the definition
thereof;

(g) Indebtedness with respect to taxes, assessments and other
governmental charges being contested in good faith as provided in
clause (b) of Section 7.1.2;

(h) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course
of business in an aggregate amount not to exceed $10,000,000 at any
time; provided, however, that such Indebtedness is extinguished within
one Business Day of its incurrence;

(i) Contingent Liabilities in the nature of endorsements of
negotiable instruments for collection in the ordinary course of
business;

(j) Indebtedness in respect of the CMOs;

(k) Indebtedness (including Indebtedness in respect of
Capitalized Lease Liabilities and the AmSouth Facility) of EPIC and
its Subsidiaries outstanding on the Closing Date in an aggregate
principal amount not to exceed $45,000,000 and refinancings thereof on
terms and conditions satisfactory to the Administrative Agent;

(l) Indebtedness in respect of Non-CMO Debt;

(m) Indebtedness in the nature of aggregate recourse
liability to the extent such liability relates to the failure of any
account debtor in respect of any Account to make any payments in
respect thereof; and

(n) other Indebtedness (including Indebtedness in respect of
Capitalized Lease Liabilities and Contingent Liabilities) in an
aggregate principal amount not to exceed at any time $300,000,000;
provided, however, that (I) an amount not to exceed $50,000,000 of
such Indebtedness may be considered Senior Indebtedness (as defined in
the Existing Subordinated Note Indenture) and/or Indebtedness of

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Subsidiaries and (II) the remaining amount of such Indebtedness shall
be Subordinated Debt described inclause (ii) of the definition
thereof.

SECTION 7.2.3. Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any of its property, revenues or assets, whether
now owned or hereafter acquired, except:

(a) Liens securing payment of the Obligations granted
pursuant to any Loan Document;

(b) Liens granted (i) to secure payment of Indebtedness of
the type permitted and described in clauses (c), (j), (k) and (n) (to
the extent that such Liens secure Indebtedness described in such
clause (n) not in excess of $150,000,000 in principal amount at any
time outstanding) of Section 7.2.2 and covering only those assets
acquired with the proceeds of such Indebtedness and (ii) in favor of
the holders of the EPIC Healthcare Group's 11 7/8% Senior ESOP Notes
due September 30, 1998;

(c) Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable
without penalty or the payment of which is not at the time required by
clause (b) of Section 7.1.2;

(d) Liens of carriers, warehousemen, mechanics, materialmen,
landlords and other Liens imposed by law incurred in the ordinary
course of business for sums not overdue or being diligently contested
in good faith by appropriate proceedings and for which adequate
reserves, if any as required in accordance with GAAP, shall have been
set aside on its books;

(e) Liens incurred in the ordinary course of business in
connection with workmen's compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure
performance of tenders, statutory obligations, bids, performance and
return-of-money bonds, leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure
obligations on surety or appeal bonds;

(f) judgment Liens in existence less than 45 days after the
entry thereof or with respect to which execution has been stayed or
the payment of which is covered in full (subject to a customary
deductible) by insurance maintained with responsible insurance
companies;

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(g) Leases or subleases (and related options to purchase the
property subject to any such lease or sublease) granted to others not
interfering in any material respect with the ordinary conduct of the
business of the Borrower or any of its Subsidiaries;

(h) Easements, rights-of-ways, restrictions and other similar
charges or encumbrances not interfering in any material respect with
the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;

(i) Liens identified in Item 7.2.3 (i) ("Liens") of the
Disclosure Schedule;

(j) Liens on Accounts securing the payment of Indebtedness
permitted under clause (f) of Section 7.2.2;

(k) Liens securing Reimbursement Obligations of the
Borrower with respect to Letters of Credit; and

(l) Liens in favor of issuers thereof against insurance
policies purchased by the Borrower or any of its Subsidiaries.

SECTION 7.2.4. Financial Condition. The Borrower covenants and
agrees as follows:

(a) Net Worth. The Borrower will not permit Net Worth at any
time during any period set forth below to be less than the amount set
forth opposite such period:

Period Net Worth
------ ---------

Effective Date through end
of Fiscal Year 1994 $900,000,000
First 2 Fiscal Quarters of
Fiscal Year 1995 $925,000,000
Last 2 Fiscal Quarters of
Fiscal Year 1995 $950,000,000
Fiscal Year 1996 $1,100,000,000
Fiscal Year 1997 $1,300,000,000
Fiscal Year 1998 $1,500,000,000
Fiscal Year 1999 $1,800,000,000
Fiscal Year 2000
and thereafter $2,000,000,000

(b) Total Debt to EBITDA Coverage Ratio. The Borrower will
not permit the Total Debt to EBITDA Coverage Ratio (i) from the
Closing Date to August 31, 1994 to exceed 4.25:1.0 and (ii) at any
time thereafter during any period set forth

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below, to be greater than the ratio set forth opposite such period:

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

First 2 Fiscal Quarters
of Fiscal Year 1995 4.25:1.0
Last 2 Fiscal Quarters
of Fiscal Year 1995 4.00:1.0
First Fiscal Quarter
of Fiscal Year 1996 3.75:1.0
Second Fiscal Quarter
of Fiscal Year 1996 3.50:1.0
Third Fiscal Quarter of
of Fiscal Year 1996 3.25:1.0
Last Fiscal Quarter of
of Fiscal Year 1996 3.00:1.0
Fiscal Year 1997 2.50:1.0
Fiscal Year 1998 2.25:1.0
and thereafter

(c) Cash Flow Coverage Ratio. The Borrower will not permit
the Cash Flow Coverage Ratio, at any time commencing on and after the
Effective Date, to be less than 1.0:1.0.

(d) Interest Coverage Ratio. The Borrower will not permit
the Interest Coverage Ratio, at any time during any period set forth
below, to be less than the ratio set forth opposite such period:

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

Effective Date through end
of Fiscal Year 1994 4.0:1.0
Fiscal Year 1995 4.0:1.0
Fiscal Year 1996 4.5:1.0
Fiscal Year 1997
and thereafter 5.0:1.0

SECTION 7.2.5. Investments. The Borrower will not, and will not
permit any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

(a) Investments existing on the Effective Date and identified
in Item 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule;

(b) Cash Equivalent Investments;

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(d) Investments in joint ventures;

(e) Investments in general acute care hospitals or other
health care businesses (other than as acquired in the Other
Transactions and Hospital Exchanges) or a Person which owns or leases
a general acute care hospital or other health care business in an
aggregate amount not to exceed $150,000,000 in any Fiscal Year or
$310,000,000 from and after the Effective Date, plus an amount equal to
the sum of (i) 100% of Net Disposition Proceeds not applied to prepay
Loans and (ii) Net Equity Proceeds designated by the Borrower to the
Administrative Agent in writing to be used for the purpose of making
such investments within one year of the receipt of such Net Equity
Proceeds;

(f) Investments arising in connection with Permitted
Dispositions under Section 7.2.9 not to exceed $100,000,000 from the
Effective Date;

(g) Investments constituting Hospital Exchanges (but only to
the extent of an Investment made with consideration other than cash or
Cash Equivalent consideration);

(h) Investments not to exceed $265,000,000 in the aggregate
constituting the Other Transactions;

(i) other Investments in an aggregate amount not to exceed at
any time $75,000,000;

provided, however, that

(i) no Investment otherwise permitted by clause (d), (e),
(f), (g) or (h) shall be permitted to be made if, immediately before
or after giving effect thereto, any Default of the type described in
clauses (a) through (d) of Section 8.1.9 subject to the proviso set
forth therein or any Event of Default shall have occurred and be
continuing;

(ii) no Investments otherwise permitted by clause (d), (e),
(f) or (g) which have not been committed to by the Borrower or any of
its Subsidiaries prior to any occurrence thereof shall be permitted
if, immediately before or after giving effect thereto, any material
adverse effect on the business, operations, assets, condition
(financial or otherwise) or prospects of the Borrower or any of its
Subsidiaries, taken as a whole, shall have occurred;

(iii) no Investment permitted by this Section may be made in
any joint venture if, as of the date such Investment is made, incurred
or assumed, all joint venture Investments permitted by this Section
shall hold assets of the Borrower

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or any of its Subsidiaries, or any assets contributed by the Borrower
or any of its Subsidiaries which are greater (in Dollar amount, in the
case of the following clause (x) and number of Facilities and Other
Health Care Facilities, in the case of the following clause (y)) than
the lesser of (x) 35% of the consolidated book value of the
consolidated assets of the Borrower and its Subsidiaries at such time
and (y) a number equal to 30% (by number) of all Facilities at such
time; provided, further, that the Borrower will not, and will not
permit any of its Subsidiaries to, make, incur, assume or suffer to
exist any Investments in Minority Ventures if the aggregate amount of
assets contributed, which assets shall be valued at book value at the
time such contribution is made, net of returns of principal or equity
thereon received by the Borrower or any of its Subsidiaries after such
contribution is made and loans made available by the Borrower or any
of its Subsidiaries to Minority Ventures at such time exceeds
$500,000,000; and

(iv) any Investments permitted under this proviso shall be
reduced by any Investments falling within the terms of clause (a)
above.

SECTION 7.2.6. Restricted Payments, etc. On and at all times after
the Effective Date:

(a) the Borrower will not declare, pay or make any dividend
or distribution (in cash, property or obligations) on any shares of
any class of capital stock (now or hereafter outstanding) of the
Borrower or on any warrants, options or other rights with respect to
any shares of any class of capital stock (now or hereafter
outstanding) of the Borrower (other than dividends or distributions
payable in its common stock or warrants to purchase its common stock
or splitups or reclassifications of its stock into additional or other
shares of its common stock) or apply, or permit any of its
Subsidiaries to apply, any funds, property or assets to the purchase,
redemption, sinking fund or other retirement of, or agree or permit
any of its Subsidiaries to purchase or redeem, any shares of any class
of capital stock (now or hereafter outstanding) of the Borrower, or
warrants, options or other rights with respect to any shares of any
class of capital stock (now or hereafter outstanding) of the
Borrower; provided, however, that so long as (i) no Default of the type
described in clauses (a) through (d) of Section 8.1.9 subject to the
proviso set forth therein, (ii) no Event of Default or (iii) no
material adverse effect on the business, operations, assets, condition
(financial or otherwise) or prospects of the Borrower or any of its
Subsidiaries, taken as a whole, has occurred and is

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continuing or would occur as a result thereof, the Borrower may

(i) repurchase the Borrower's Common Stock from any
current or former employee of the Borrower or any of its
Subsidiaries in an aggregate amount for all such employees not
to exceed $10,000,000 in any Fiscal Year or $50,000,000 from
and after the Effective Date;

(ii) withhold (and pay related federal, state or
local income tax liability) or repurchase the Borrower's
Common Stock in satisfaction of the income tax liability
incurred under any nonqualified benefit plan established by
the Borrower for members of management of the Borrower;

(iii) make purchases of Common Stock for the purpose
of contributing such Common Stock to any Plan of the Borrower
and its Subsidiaries in lieu of making contributions to any
Plan in cash; provided, however, that (A) the Borrower may not
hold at any one time Common Stock which was so purchased
pursuant to this clause (iii) for an amount in excess of
$80,000,000 (excluding Common Stock held by the Borrower prior
to the Effective Date), (B) the Borrower may not cancel any of
such Common Stock and, (C) the Borrower must contribute all
such Common Stock before it can make any cash contribution to
any such Plan, other than cash payments made in respect of
withholding taxes thereon or to meet expenses relating to the
administration of such Plan;

(iv) purchase shares of Common Stock pursuant to the
exercise of put options exercised by employees of the Borrower
with respect to shares of Common Stock distributed pursuant to
any Plan; and

(v) purchase fractional shares of Common Stock (or
warrants therefor), which fractional shares exist as the
result of any stock split;

(b) the Borrower will not, and will not permit any of its
Subsidiaries to

(i) make any scheduled payment or prepayment of
principal of, or make any payment of interest on, any
Subordinated Debt or EPIC Tendered Debt (1) on any day other
than on or after the stated, scheduled date for such payment
or prepayment set forth in the documents and instruments
memorializing such Indebtedness, or (2) which payment or
prepayment would violate the

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subordination provisions of such Subordinated Debt, except as
set forth in clause (ii) below; or

(ii) redeem, purchase or defease, any EPIC Tendered
Debt or EPIC Redeemable Debt except so long as (i) no Default
of the type described in clauses (a) through (d) of Section
8.1.9 subject to the proviso set forth therein or (ii) no
Event of Default has occurred and is continuing or would occur
as a result thereof, the Borrower and its Subsidiaries may
Refund the EPIC Redeemable Debt and EPIC Tendered Debt; or

(iii) redeem, purchase or defease any Subordinated
Debt not constituting EPIC Redeemable Debt or EPIC Tendered
Debt except so long as (i) no Default of the type described in
clauses (a) through (d) of Section 8.1.9 subject to the
proviso set forth therein or (ii) no Event of Default has
occurred and is continuing or would occur as a result thereof,
the Borrower may Refund such Subordinated Debt in an aggregate
principal amount equal to the sum of (1) up to 25% of
cumulative Excess Cash Flow since the Effective Date, (2) the
aggregate amount of net proceeds from the issuance of any
Subordinated Debt in accordance with the terms and conditions
set forth in clause (c) of Section 7.2.2 and/or (3) the
aggregate amount of Net Equity Proceeds since the Closing Date
from the sale or issuance of common stock of the Borrower
which sale or issuance has been designated by the Borrower as
being for the purpose of generating funds to be used to Refund
Indebtedness; and

SECTION 7.2.7. Negative Pledges, Restrictive Agreements, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any agreement (excluding this Agreement, any other Loan Document and any
agreement governing any Indebtedness permitted either by clause (b) of Section
7.2.2 as in effect on the Closing Date or by clause (j) of Section 7.2.2 as to
the assets financed with the proceeds of such Indebtedness) prohibiting

(a) the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or hereafter
acquired;

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(b) the ability of the Borrower or any other Obligor to amend
or otherwise modify this Agreement or any other Loan Document; or

(c) the ability of any Subsidiary to make any payments,
directly or indirectly, to the Borrower by way of dividends, advances,
repayments of loans or advances, reimbursements of management and
other intercompany charges, expenses and accruals or other returns on
investments, or any other agreement or arrangement which restricts the
ability of any such Subsidiary to make any payment, directly or
indirectly, to the Borrower.

SECTION 7.2.8. Consolidation, Merger, etc. The Borrower will not,
and will not permit any of its Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, or purchase or
otherwise acquire all or substantially all of the assets of any Person (or of
any division thereof) except, so long as no Event of Default has occurred and
is continuing or would occur after giving effect thereto:

(a) any Subsidiary of the Borrower may liquidate and
distribute its assets to, and may merge with and into, any Equivalent
Subsidiary, and the assets or stock of any Subsidiary of the Borrower
may be purchased or otherwise acquired by the Borrower or any
Equivalent Subsidiary; and

(b) any Subsidiary of the Borrower may liquidate and
distribute its assets to, and may merge with and into, any joint
venture, and the assets or stock of any Subsidiary of the Borrower or
Minority Venture may be purchased or otherwise acquired by the
Borrower or any other Subsidiary of the Borrower or Minority Venture
if any such liquidation, distribution, merger or purchase is permitted
as an Investment underSection 7.2.5;

provided, however, that (i) the corporate, partnership or other existence of a
Subsidiary of the Borrower may not be terminated if such termination would
cause a Material Adverse Effect and (ii) to the extent the Borrower receives
Net Disposition Proceeds in connection with such termination, the Borrower
shall apply such proceeds in accordance with Section 3.1.5; and

(c) the Borrower or any of its Subsidiaries may purchase
all or substantially all of the assets of any Person, or acquire such
Person by merger to the extent permitted as an Investment pursuant to
Section 7.2.5.

SECTION 7.2.9. Asset Dispositions, etc. Except for (i) Permitted
Dispositions and (ii) as permitted pursuant to clause (a) or (b) of Section
7.2.8, the Borrower will not, and

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will not permit any of its Subsidiaries to, sell, transfer, lease, contribute
or otherwise convey, or grant options, warrants or other rights with respect
to, all or any substantial part of its assets (including accounts receivable
and capital stock of Subsidiaries) to any Person.

SECTION 7.2.10. Modification of Certain Agreements. After the
Closing Date, the Borrower will not consent and will not permit any Subsidiary
to consent to any amendment, supplement or other modification of any of the
terms or provisions contained in, or applicable to,

(a) the EPIC Tendered Debt, the EPIC Redeemable Debt or any
document or instrument evidencing or applicable to any Subordinated
Debt, if the effect of such amendment or change is to increase the
interest rate on such Indebtedness, change (to earlier dates) the date
upon which payments of principal or interest are due thereon, change
the subordination provisions thereof (or of any guaranty thereof) (if
any) or if the effect of such amendment or change, together with all
amendments or changes made, is to increase materially the obligations
of the obligor or confer additional rights on the holder of such
Indebtedness which would be adverse to the Borrower or the Lenders; or

(b) the AmSouth Facility.

SECTION 7.2.11. Transactions with Affiliates. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement or contract is fair and equitable to the Borrower or
such Subsidiary and is an arrangement or contract of the kind which would be
entered into by a prudent Person in the position of the Borrower or such
Subsidiary with a Person which is not one of its Affiliates.

SECTION 7.2.12. Rate Protection Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into Rate Protection
Agreements for the purpose of currency or interest rate speculation or which is
incurred on a leveraged basis.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default. Each of the following
events or occurrences described in this Section 8.1 shall constitute an "Event
of Default".

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SECTION 8.1.1. Non-Payment of Obligations. The Borrower or any other
Obligor shall default

(a) in the payment or prepayment when due of any
Reimbursement Obligation under any Letter of Credit or any deposit of
cash for collateral purposes pursuant to Section 2.8.4 after demand
shall have been made of the Borrower by the Administrative Agent; or

(b) in the payment or prepayment when due of any principal of
any Loan; or

(c) in the payment when due of any interest on any Loan and
such default shall continue unremedied for a period of three Business
Days; or

(d) in the payment when due of any fee or of any other
Obligation payable hereunder or under any other Loan Document and such
default shall continue unremedied for a period of three Business Days.

SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
the Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
furnished by or on behalf of the Borrower or any other Obligor to the
Administrative Agent or any Lender for the purposes of or in connection with
this Agreement or any such other Loan Document (including any certificates
delivered pursuant to Article V) is or shall be incorrect when made in any
material respect; provided, however, that, subject to Section 8.4 in the case
of clause (iii) below, an "Event of Default" shall not occur under this Section
8.1.2 with respect to (i) any materially false representation or warranty made
by a Subsidiary of the Borrower in the Subsidiary Guaranty or made by the
Borrower with respect to the Subsidiary Guaranty, (ii) any materially false
representation or warranty made by a Subsidiary of the Borrower in the
Subsidiary Stock Pledge Agreement, or in any other Collateral Document to which
such Subsidiary is a party or made by the Borrower with respect to the
Subsidiary Stock Pledge Agreement, or any other Collateral Document, or (iii)
any materially false representation or warranty otherwise made by the Borrower
with respect to its Subsidiaries, until such time as such materially false
representation has caused a Material Adverse Effect.

SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.6, Section 7.1.9 (with respect to EPIC and its
Subsidiaries) or Section 7.2, or the Borrower or any of its Subsidiaries shall

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fail to maintain or preserve its corporate existence to the extent required
under Section 7.1.2.

SECTION 8.1.4. Non-Performance of Other Covenants and Obligations.
Any Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent or
any Lender.

SECTION 8.1.5. Default on Other Indebtedness. A default shall occur
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in Section 8.1.1) of the Borrower or any of its Subsidiaries or any
other Obligor having a principal amount, individually or in the aggregate, in
excess of $10,000,000, or a default shall occur in the performance or
observance of any obligation or condition with respect to such Indebtedness if
the effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause such Indebtedness to become
due and payable prior to its expressed maturity.

SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money in excess of $10,000,000 or any series of judgments or orders aggregating
in excess of $20,000,0000 shall be rendered against the Borrower or any of its
Subsidiaries or any other Obligor and either

(a) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order; or

(b) there shall be any period of 45 consecutive days during
which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect.

SECTION 8.1.7. Pension Plans. Any of the following events shall
occur with respect to any Pension Plan

(a) the institution of any steps by the Borrower, any member
of its Controlled Group (including EPIC) or any other Person to
terminate a Pension Plan if, as a result of such termination, the
Borrower or any such member could be required to make a contribution
to such Pension Plan, or could reasonably expect to incur a liability
or obligation to such Pension Plan, in excess of $15,000,000; or

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(b) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

SECTION 8.1.8. Control of the Borrower. Any Change in Control shall
occur.

SECTION 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any of
its Subsidiaries or any other Obligor shall

(a) become insolvent or generally fail to pay, or admit in
writing its inability or unwillingness to pay, debts as they become
due;

(b) apply for, consent to, or acquiesce in, the appointment
of a trustee, receiver, sequestrator or other custodian for the
Borrower or any of its Subsidiaries or any other Obligor or any
property of any thereof, or make a general assignment for the benefit
of creditors;

(c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a trustee,
receiver, sequestrator or other custodian for the Borrower or any of
its Subsidiaries or any other Obligor or for a substantial part of the
property of any thereof, and such trustee, receiver, sequestrator or
other custodian shall not be discharged within 60 days, provided that
the Borrower, each Subsidiary and each other Obligor hereby expressly
authorizes the Administrative Agent and each Lender to appear in any
court conducting any relevant proceeding during such 60-day period to
preserve, protect and defend their rights under the Loan Documents;

(d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Borrower or
any of its Subsidiaries or any other Obligor, and, if any such case or
proceeding is not commenced by the Borrower or such Subsidiary or
such other Obligor, such case or proceeding shall be consented to or
acquiesced in by the Borrower or such Subsidiary or such other Obligor
or shall result in the entry of an order for relief or shall remain
for 60 days undismissed, provided that the Borrower, each Subsidiary
and each other Obligor hereby expressly authorizes the Administrative
Agent and each Lender to appear in any court conducting any such case
or proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents; or

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(e) take any action authorizing, or in furtherance of, any of
the foregoing;

provided, however, that, with respect to any Subsidiary of the Borrower and
subject to Section 8.4, an "Event of Default" shall not occur under this
Section 8.1.9 until such time as such a Subsidiary or Subsidiaries accounting
for more than 10.0% of the consolidated net revenues or more than 10.0% of the
consolidated assets of the Borrower (as calculated as of the Closing Date until
August 31, 1994 and thereafter for the Borrower's most recent Fiscal Year end)
is or are the subject of one or more of the events described in this Section
8.1.9.

SECTION 8.1.10. Subsidiary Guaranty. (i) Without duplication of the
terms of Section 8.1.11, the guaranty given by any Subsidiary of the Borrower
under the Subsidiary Guaranty shall for any reason other than the satisfaction
in full of all Obligations and termination of this Agreement or the release of
such Subsidiary from its Obligations under the Subsidiary Guaranty in
accordance with the terms thereof, cease to be in full force and effect at any
time or is declared to be null and void or (ii) any such Subsidiary denies that
it has any further liability under the Subsidiary Guaranty, or gives notice to
such effect, and such denial or notice is not revoked within one Business Day
after the earlier of (A) receipt by the Borrower of notice from the
Administrative Agent or any Lender of such denial or notice or (B) the Borrower
becomes aware of such denial or notice being made or given, as the case may be;
provided, however, that, subject to Section 8.4, an "Event of Default" shall
not occur under this Section 8.1.10 until such time as a Subsidiary or
Subsidiaries of the Borrower accounting for more than 10.0% of the consolidated
net revenues or more than 10.0% of the consolidated assets of the Borrower (as
calculated as of the Closing Date until August 31, 1994 and thereafter for the
Borrower's most recent Fiscal Year end) is or are the subject of one or more of
the events described in this Section 8.1.10; provided further, however, that in
making such determination (i) EPIC and its Subsidiaries shall be excluded from
such calculation for the period commencing on the Closing Date and ending on
the 90th day after the Closing Date and (ii) EPIC Properties, Inc. shall be
excluded from such calculation until such time that all of the CMOs have been
redeemed or otherwise retired.

SECTION 8.1.11. Impairment of Security, etc. Any Loan Document shall
(except in accordance with its terms), in whole or in part, terminate, cease to
be effective or cease to be the legally valid, binding and enforceable
obligation of any Obligor party thereto or any Lien granted under any Loan
Document on any substantial portion of the collateral shall, in whole or in
part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable Obligation of any Obligor party

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thereto; the Borrower or any other Obligor shall, directly or indirectly,
contest in any manner such effectiveness, validity, binding nature or
enforceability; or any Lien securing any Obligation shall, in whole or in part,
cease to be a perfected prior to all other Liens (other than as a result of
actions of the Collateral Agent or any Lender); provided, however, that,
subject to Section 8.4, an "Event of Default" shall not occur under this
Section 8.1.11 with respect to any of the foregoing relating to any Collateral
Document to which a Subsidiary of the Borrower is a party until such time as a
Subsidiary or Subsidiaries of the Borrower accounting for more than 10.0% of
the consolidated net revenues or more than 10.0% of the consolidated assets of
the Borrower (as calculated as of the Closing Date until August 31, 1994 and
thereafter for the Borrower's most recent Fiscal Year end) is or are subject of
one or more of the events described in this Section 8.1.12; provided, however,
that in making such determination (i) EPIC and its Subsidiaries shall be
excluded from such calculation for the period commencing on the Closing Date
and ending on the 90th day after the Closing Date and (ii) EPIC Properties,
Inc. shall be excluded from such calculation until such time that all of the
CMOs have been redeemed or otherwise retired.

SECTION 8.2. Action if Bankruptcy. If any Event of Default described
in clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments (if
not theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or
demand.

SECTION 8.3. Action if Other Event of Default. If any Event of
Default (other than any Event of Default described in clauses (a) through (d)
of Section 8.1.9) shall occur for any reason, whether voluntary or involuntary,
and be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitments shall terminate.

SECTION 8.4. Subsidiary Events of Default. With respect to
Subsidiaries, if at any time the Subsidiary or Subsidiaries in default under
any combination of Sections 8.1.2, 8.1.9, 8.1.10 and 8.1.11 account in the
aggregate for more than 10.0% of the consolidated net revenues or more than
10.0% of the consolidated assets of the Borrower (as calculated as of the
Closing Date

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until August 31, 1994 and thereafter for the Borrower's most recent Fiscal Year
end), then for so long as such condition remains in effect the final proviso in
each of Sections 8.1.2, 8.1.9 and the first proviso in each of Sections 8.1.10
and 8.1.11 shall be deemed to be ineffective, inoperative and not a part of any
of such Sections.

ARTICLE IX

THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT
AND THE CO-AGENTS

SECTION 9.1. Actions. Each Lender hereby appoints (i) Scotiabank as
its Administrative Agent and Collateral Agent and (ii) each of ABN AMRO Bank,
N.V., Bank of America National Trust and Savings Association, The Chase
Manhattan Bank, N.A., Chemical Bank, Citicorp USA, Inc., Continental Bank N.A.,
Deutsche Bank AG, New York Branch, First Union National Bank of North Carolina,
General Electric Capital Corporation, The Industrial Bank of Japan, Limited,
New York Branch, The Long-Term Credit Bank of Japan, Limited, New York Branch,
NationsBank of Tennessee, N.A., Swiss Bank Corporation, San Francisco Branch,
Third National Bank in Nashville, The Toronto-Dominion Bank, and Scotiabank as
its Co-Agents, in each case under and for purposes of this Agreement, the Notes
and each other Loan Document. Each Lender authorizes the Administrative Agent,
the Collateral Agent and the Co-Agents to act on behalf of such Lender under
this Agreement, the Notes and each other Loan Document and, in the absence of
other written instructions from the Required Lenders received from time to time
by the Administrative Agent, the Collateral Agent or any Co-Agent, as the case
may be (with respect to which the Administrative Agent, the Collateral Agent or
any Co-Agent, as the case may be, agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Administrative Agent, the Collateral Agent or each Co-Agent
by the terms hereof and thereof, together with such powers as may be reasonably
incidental thereto. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) the Administrative Agent, the
Collateral Agent and each Co-Agent, pro rata according to such Lender's
Percentage, from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever which may
at any time be imposed on, incurred by, or asserted against, the Administrative
Agent, the Collateral Agent or such Co-Agent, as the case may be, in any way
relating to or arising out of this Agreement, the Notes and any other Loan
Document, including reasonable attorneys' fees, and as to which the
Administrative Agent, the Collateral Agent or such Co-Agent is not reimbursed
by

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the Borrower; provided, however, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, claims, costs
or expenses which are determined by a court of competent jurisdiction in a
final proceeding to have resulted solely from the Administrative Agent's, the
Collateral Agent's or such Co-Agent's gross negligence or wilful misconduct.
Neither the Administrative Agent, the Collateral Agent nor any Co-Agent shall
be required to take any action hereunder, under the Notes or under any other
Loan Document, or to prosecute or defend any suit in respect of this Agreement,
the Notes or any other Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of the Administrative Agent, the
Collateral Agent or any Co-Agent, as the case may be, shall be or become, in
the Administrative Agent's, the Collateral Agent's or such Co-Agent's
determination, inadequate, the Administrative Agent, the Collateral Agent or
such Co-Agent may call for additional indemnification from the Lenders and
cease to do the acts indemnified against hereunder until such additional
indemnity is given.

SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender
will not make available the amount which would constitute its Percentage of
such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If and to the extent that such Lender shall not have
made such amount available to the Administrative Agent, such Lender and the
Borrower severally agree to repay the Administrative Agent forthwith on demand
such corresponding amount together with all fees and expenses incurred in
connection therewith and all interest thereon, for each day from the date the
Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent, (i) in the case of such
Lender, at the applicable Federal Funds Rate; provided, however, that if such
Lender has not repaid the Administrative Agent such amount on or before the
third day following demand for such amount, the interest thereon shall be at
the Alternate Base Rate plus a margin of 1/2 of 1%, and (ii) in the case of the
Borrower, at the interest rate applicable at the time to Loans comprising such
Borrowing.

SECTION 9.3. Exculpation. Neither the Administrative Agent, the
Collateral Agent nor any Co-Agent nor any of its directors, officers, employees
or agents shall be liable to any Lender for any action taken or omitted to be
taken by it under this Agreement or any other Loan Document, or in connection
herewith or therewith, except for its own wilful misconduct or

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gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution
of this Agreement or any other Loan Document, nor for the creation, perfection
or priority of any Lien purported to be created by any of the Loan Document, or
the validity, genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or under any other Loan Document.
Any such inquiry which may be made by the Administrative Agent, the Collateral
Agent or any Co-Agent shall not obligate it to make any further inquiry or to
take any action. The Administrative Agent, the Collateral Agent and each
Co-Agent shall be entitled to rely upon advice of counsel concerning legal
matters and upon any notice, consent, certificate, statement or writing which
the Administrative Agent, the Collateral Agent or such Co-Agent believes to be
genuine and to have been presented by a proper Person.

SECTION 9.4. Successor; Removal of Agent. (a) The Administrative
Agent or the Collateral Agent may resign as such at any time upon at least 30
days' prior notice to the Borrower and all Lenders. If the Borrower becomes
liable for any Taxes (other than Taxes imposed by the United States or a
political subdivision thereof) which result from the obligation of and
performance of duties by the Administrative Agent hereunder in its capacity as
such to make distributions to or for the account of any Payee and such Taxes
would not have resulted had such distributions been made directly from the
Borrower to any Payee, the Borrower may remove the Administrative Agent and, if
the Administrative Agent is also the Collateral Agent, the Collateral Agent, by
delivering to the Administrative Agent written notice thereof and such removal
shall become effective on the date a replacement Administration Agent is
appointed in accordance with the provisions set forth below. If the
Administrative Agent or the Collateral Agent at any time shall resign or be
removed, the Required Lenders may appoint another Lender as a successor
Administrative Agent or Collateral Agent, as the case may be, which shall,
subject to the Borrower's consent, thereupon become the Administrative Agent or
Collateral Agent, as the case may be, hereunder. If no successor
Administrative Agent or Collateral Agent, as the case may be, shall have been
so appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring or removed Administrative Agent's or the
Collateral Agent's giving notice of resignation or receipt by the
Administrative Agent of the notice of removal, as the case may be, then the
retiring or removed Administrative Agent or Collateral Agent, as the case may
be, may, on behalf of the Lenders, appoint a successor Administrative Agent or
Collateral Agent, as the case may be, which shall be an Eligible Assignee.
Upon the acceptance of any appointment as

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Administrative Agent or Collateral Agent, as the case may be, hereunder by a
successor Administrative Agent or Collateral Agent, as the case may be, such
successor Administrative Agent or Collateral Agent, as the case may be, shall
be entitled to receive from the retiring or removed Administrative Agent or
Collateral Agent, as the case may be, such documents of transfer and
assignment, and in the case of the Collateral Agent delivery of the collateral
to the successor Collateral Agent, as such successor Administrative Agent or
Collateral Agent, as the case may be, may reasonably request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring or removed Administrative Agent or Collateral Agent, as
the case may be, and the retiring or removed Administrative Agent or Collateral
Agent, as the case may be, shall be discharged from its duties and obligations
under this Agreement. After any retiring or removed Administrative Agent's or
Collateral Agent's, as the case may be, resignation or removal hereunder as the
Administrative Agent or Collateral Agent, as the case may be, the provisions of

(i) this Article IX shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the
Administrative Agent or Collateral Agent, as the case may be, under
this Agreement; and

(ii) Section 10.3 and Section 10.4 shall continue to inure to
its benefit.

(b) A Co-Agent may resign at any time by giving written notice
thereof to the Borrower and the Administrative Agent.

(c) Nothing in this Agreement shall preclude there being a single
Co-Agent which is both the Administrative Agent and Collateral Agent.

SECTION 9.5. Loans by Administrative Agent, Collateral Agent and
Co-Agents. ABN AMRO Bank, N.V., Bank of America National Trust and Savings
Association, The Chase Manhattan Bank, N.A., Chemical Bank, Citicorp USA, Inc.,
Continental Bank N.A., Deutsche Bank AG, New York Branch, First Union National
Bank of North Carolina, General Electric Capital Corporation, The Industrial
Bank of Japan, Limited, New York Branch, The Long-Term Credit Bank of Japan,
Limited, New York Branch, NationsBank of Tennessee, N.A., Swiss Bank
Corporation, San Francisco Branch, Third National Bank in Nashville, The
Toronto-Dominion Bank, and Scotiabank shall have the same rights and powers
with respect to the Loans made by it or any of its Affiliates, and may exercise
the same as if it were not the Administrative Agent, Collateral Agent or
Co-Agent, as the case may be. Each of ABN AMRO Bank, N.V., Bank of America
National Trust and Savings Association, The Chase Manhattan Bank, N.A.,
Chemical Bank, Citicorp USA, Inc.,

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Continental Bank N.A., Deutsche Bank AG, New York Branch, First Union National
Bank of North Carolina, General Electric Capital Corporation, The Industrial
Bank of Japan, Limited, New York Branch, The Long-Term Credit Bank of Japan,
Limited, New York Branch, NationsBank of Tennessee, N.A., Swiss Bank
Corporation, San Francisco Branch, Third National Bank in Nashville, The
Toronto-Dominion Bank, and Scotiabank and their respective Affiliates may
accept deposits from (to the extent permitted by law), lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
Affiliate of the Borrower as if it were not the Administrative Agent,
Collateral Agent or Co-Agent, as the case may be hereunder.

SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent, the Collateral Agent, each Co-Agent
and each other Lender, and based on such Lender's review of the financial
information of the Borrower, this Agreement, the other Loan Documents (the
terms and provisions of which being satisfactory to such Lender) and such other
documents, information and investigations as such Lender has deemed
appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of the Administrative
Agent, the Collateral Agent, each Co-Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower).

SECTION 9.8. No Obligations on Co-Agents. It is understood and agreed
that nothing in this Agreement shall impose on the Co-Agents (as such) any
duties or obligations whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrower and the Required Lenders; provided, however, that
no such amendment, modification or waiver which would:

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(a) modify any requirement hereunder that any particular
action be taken by all the Lenders or by the Required Lenders shall be
effective unless consented to by each Lender;

(b) modify this Section 10.1, change the definition of
"Required Lenders", increase any Commitment Amount or the Percentage
of any Lender, reduce any fees described inArticle III, reduce the
rate of interest on any Loan other than as provided herein (other than
a waiver or reduction of any increase in interest rates otherwise
applicable pursuant to Section 3.2.2), extend any Commitment
Termination Date or release all or any substantial part of the
collateral security or release all or any substantial part of the
guarantees (except, in each case, as otherwise specifically provided
in any Loan Document) shall be made without the consent of each
Lender;

(c) extend the due date for, or reduce the amount of, any
scheduled amortization of principal under Section 3.1.2 or 3.1.3 of
any Loan (or reduce the principal amount of any Loan) shall be made
without the consent of the holder of that Note evidencing such Loan;

(d) affect adversely the interests, rights or obligations of
any Issuer qua Issuer shall be made without the consent of such
Issuer;

(e) affect adversely the interests, rights or obligations of
the Collateral Agent qua the Collateral Agent shall be made without
the consent of the Collateral Agent;

(f) affect adversely the interests, rights or obligations of
the Administrative Agent qua the Administrative Agent shall be made
without consent of the Administrative Agent; or

(g) impose any duty or obligation on any Co-Agent without
the consent of such Co-Agent.

No failure or delay on the part of the Administrative Agent, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Administrative
Agent, the Collateral Agent, any Co-Agent, any Issuer, any Lender or the holder
of any Note under this Agreement or any other Loan Document shall, except as
may be

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otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 10.2. Notices. All notices and other communications provided
to any party hereto under this Agreement or any other Loan Document shall be in
writing and addressed, delivered or transmitted to such party at its address or
facsimile number set forth below its signature hereto or at such other address
or facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid or
if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile, shall be deemed
given when transmitted upon receipt of electronic confirmation of transmission.

SECTION 10.3. Payment of Costs and Expenses. The Borrower agrees to
pay on demand all reasonable costs and expenses of the Administrative Agent and
the Collateral Agent (including the reasonable fees and out-of-pocket costs and
expenses of (i) Mayer, Brown & Platt and (ii) local counsel to the
Administrative Agent and the Collateral Agent, subject to the Borrower's
reasonable approval) incurred in connection with

(a) the negotiation, preparation, execution and delivery of
this Agreement and of each other Loan Document, including schedules
and exhibits, and any amendments, waivers, consents, supplements or
other modifications to this Agreement or any other Loan Document as
may from time to time hereafter be required, whether or not the
transactions contemplated hereby are consummated; and

(b) the filing, recording, refiling or rerecording of the
Pledge Agreements and/or any Uniform Commercial Code financing
statements relating thereto and all amendments, supplements and
modifications to any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded or
refiled or rerecorded by the terms hereof or of the Pledge Agreements;
and

(c) the preparation and review of the form of any document or
instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Administrative Agent, the
Collateral Agent, each Issuer and the Lenders harmless from all liability for,
any stamp, documentary or other similar taxes which may be payable in
connection with the execution or delivery of this Agreement, the borrowings

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hereunder, or the issuance of the Notes or any other Loan Documents. The
Borrower also agrees to reimburse the Administrative Agent, the Collateral
Agent, each Issuer and each Lender upon demand for all reasonable out-of-pocket
costs and expenses (including reasonable attorneys' fees and legal expenses)
incurred by the Administrative Agent, the Collateral Agent, each Issuer and
each Lender in connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.

SECTION 10.4. Indemnification. (a) In consideration of the
execution and delivery of this Agreement by each Lender and the extension of
the Commitments, the Borrower hereby indemnifies, exonerates and holds the
Administrative Agent, the Collateral Agent, each Co-Agent, each Issuer and each
Lender and each of their respective Affiliates, officers, directors, employees
and agents (collectively, the "Indemnified Parties") free and harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action
for which indemnification hereunder is sought), including reasonable attorneys'
fees and disbursements (collectively, the "Indemnified Liabilities"), incurred
by the Indemnified Parties or any of them as a result of, or arising out of, or
relating to

(i) any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Loan;

(ii) the entering into and performance of this Agreement and
any other Loan Document by any of the Indemnified Parties;

(iii) the issuance of the Letters of Credit, other than as a
result of the gross negligence or willful misconduct of the Issuer of
the applicable Letters of Credit as determined by a court of competent
jurisdiction;

(iv) the failure of an Issuer to honor a drawing under any
Letter of Credit issued by it as a result of an act or omission,
whether rightful or wrongful, of any present or futurede jure or de
facto government or governmental authority;

(v) any investigation, litigation or proceeding related to
any acquisition or proposed acquisition by the Borrower or any of its
Subsidiaries of all or any portion of the stock or assets of any
Person, whether or not the

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Administrative Agent, the Collateral Agent, any Co-Agent, any Issuer
or any Lender is party thereto;

(vi) any investigation, litigation or proceeding related to
any environmental cleanup, audit, compliance or other matter relating
to the protection of the environment or the Release by the Borrower or
any of its Subsidiaries of any Hazardous Material; or

(vii) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or releases from,
any real property owned or operated by the Borrower or any Subsidiary
thereof of any Hazardous Material (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under
any Environmental Law), regardless of whether caused by, or within the
control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or wilful misconduct, and if and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law except
as aforesaid to the extent not payable by reason of the Indemnified Party's
gross negligence or wilful misconduct or breach of such obligations.

(b) NEITHER THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY
ISSUER, ANY CO-AGENT NOR ANY LENDER SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER
PARTY HEREUNDER OR ANY OTHER PERSON FOR CONSEQUENTIAL DAMAGES WHICH MAY BE
ALLEGED AS A RESULT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS.

SECTION 10.5. Survival. The obligations of the Borrower under
Sections 2.8.6, 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the
Lenders under Section 9.1, shall in each case survive any termination of this
Agreement, the payment in full of all the Obligations and the termination of
all the Commitments. The representations and warranties made by each Obligor
in this Agreement and in each other Loan Document shall survive the execution
and delivery of this Agreement and each such other Loan Document.

SECTION 10.6. Severability. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or

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affecting the validity or enforceability of such provision in any other
jurisdiction.

SECTION 10.7. Headings. The various headings of this Agreement and
of each other Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Loan
Document or any provisions hereof or thereof.

SECTION 10.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each
of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. This Agreement shall become effective
when counterparts hereof executed on behalf of the Borrower and each Lender (or
notice thereof satisfactory to the Administrative Agent) shall have been
received by the Administrative Agent and notice thereof shall have been given
by the Administrative Agent to the Borrower and each Lender.

SECTION 10.9. Governing Law; Entire Agreement. THIS AGREEMENT AND
EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. Except as otherwise
provided herein, this Agreement, the Notes and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to
the subject matter hereof and supersede any prior agreements, written or oral,
with respect thereto.

SECTION 10.10. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that:

(a) the Borrower may not assign or transfer its rights or
obligations hereunder without the prior written consent of the
Administrative Agent and all Lenders; and

(b) the rights of sale, participation, assignment and
transfer of the Lenders are limited to those set forth in Section
10.11.

SECTION 10.11. Securities Representation; Sale and Transfer of Loans
and Notes; Participations in Loans and Notes. (a) Each Lender hereby
represents that it is a commercial lender or financial institution and that it
will make each Loan for its own account in the ordinary course of its business
and not with a view to or for sale (except as permitted under this Section
10.11); provided, however, that the disposition of indebtedness held by such
Lender shall at all times be within its exclusive control.

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(b) Each Lender may assign, or sell participations in, its Loans and
Commitments to one or more other Persons in accordance with this Section 10.11.
Any Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 10.11, disclose to the
Participant, or proposed assignee or Participant, any information relating to
the Borrower furnished to such Lender by or on behalf of the Borrower;
provided, however, that such Lender shall require such Participant, or proposed
assignee or Participant, to execute a Confidentiality Agreement prior to its
disclosure to such Participant, or proposed assignee or Participant of any
non-public information obtained by such Lender which has been identified as
such by the Borrower.

SECTION 10.11.1. Assignments. (a) Any Lender, upon notice to the
Borrower and the Administrative Agent

(i) after receipt of written consent of the Borrower (which
consent shall not be unreasonably withheld but shall not be required
during any period in which an Event of Default has occurred and is
continuing) and, in the case of the assignment of all or part of the
Revolving Loans or Revolving Loan Commitments, the consent of
Scotiabank, in its capacity as Issuer and any Issuer which has issued
Letters of Credit which are still outstanding and, if the
Administrative Agent is not such an Issuer, the Administrative Agent
(which consents shall be given or not given in the sole and absolute
discretion of each Issuer and, if applicable, the Administrative
Agent, whose determinations may take into account, without limitation,
the creditworthiness of any proposed assignee and the likelihood of
either increased costs to, or a reduction in the rate of return of
capital of, such Issuer or Administrative Agent, as the case may be,
if such proposed assignee were to become a "Lender", all in the
opinion of each such Issuer and, if applicable, the Administrative
Agent; provided, howeve, that any proposed assignee shall be deemed to
be "creditworthy" for the purposes of the creditworthiness criterion
described in this Section if the securities of such proposed assignee
which would be its Benchmark Securities are rated at a level and in a
manner that would not cause a Replacement Event with respect to such
proposed assignee if, at the date of determination, such proposed
assignee were a "Lender"), may assign and delegate to an Eligible
Assignee (other than an affiliate of a Lender); and

(ii) may assign and delegate to any of its affiliates;
provided, however, that if any Lender making an assignment pursuant to
this clause (ii), or the affiliate of such Lender to which such
assignment is made, can reasonably

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foresee that the Borrower would be subject to additional costs
underSection 2.8.6, 4.3, 4.4, 4.5 or 4.6 to which the Borrower would
not be subject if such assignment was not made, then if such an
assignment occurs, such affiliate shall not be entitled to
reimbursement for additional costs pursuant to Section 2.8.6, 4.3, 4.4,
4.5 or 4.6 with respect to any Loans or participations in Letters of
Credit so assigned to the extent such additional costs exceed the
amount of additional costs that would have been payable with respect
to such Loans or participations in Letters of Credit to the Lender
from which such affiliate purchased such assignment

(each such assignee being referred to as an "Assignee Lender"), all or any
fraction of such Lender's Loans and Commitments (which assignment and
delegation may be non-pro rata; in a minimum aggregate amount of $5,000,000 if
to a Lender and $15,000,000 if to any other Eligible Assignee (unless (i) such
assignment is made to an affiliate of the assigning Lender or (ii) the
remaining Loans and Commitments of any assigning Lender and its affiliates is
less than $5,000,000 or $15,000,000, as the case may be, and such Lender and
its affiliates assign all of such remaining Loans and Commitments to only one
Eligible Assignee); provided, however, that the Borrower, each other Obligor
and the Administrative Agent shall be entitled to continue to deal solely and
directly with such Lender in connection with the interests so assigned and
delegated to an Assignee Lender until

(a) written notice of such assignment and delegation,
together with payment instructions, addresses and related information
with respect to such Assignee Lender, shall have been given to the
Borrower and the Administrative Agent by such Lender and such Assignee
Lender; and

(b) such Assignee Lender shall have executed and delivered to
the Borrower and the Administrative Agent a Lender Assignment
Agreement and a Confidentiality Agreement, each accepted by the
Administrative Agent; and

(d) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement and records the Assignee Lender as a Lender in the
Register in accordance with Section 10.15 hereof, (x) the Assignee Lender
thereunder shall be deemed automatically to have become a party hereto and to
the extent

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that rights and obligations hereunder have been assigned and delegated to such
Assignee Lender in connection with such Lender Assignment Agreement, shall have
the rights and obligations of a Lender hereunder and under the other Loan
Documents, and (y) the assigning Lender, to the extent that rights and
obligations hereunder have been assigned and delegated by it in connection with
such Lender Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents. Such assigning Lender or such
Assignee Lender shall also pay a processing fee to the Administrative Agent
upon delivery of any Lender Assignment Agreement in the amount of $3,000. Any
attempted assignment and delegation not made in accordance with this Section
10.11.1 shall be null and void.

(b) Notwithstanding clause (a), any Lender may assign and pledge all
or any portion of its Loans and Note to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the F.R.S. Board and any Operating
Circular issued by such Federal Reserve Bank; provided, however, that no such
assignment under this clause (b) shall release the assignor Lender from any of
its obligations hereunder.

SECTION 10.11.2. Participations. Any Lender may at any time sell to
one or more commercial banks or other Persons which are "accredited investors"
as defined in Regulation D of the Securities Act of 1933 (each of such
commercial banks and other Persons being herein called a "Participant")
participating interests in any of the Loans, Commitments, or other interests of
such Lender hereunder; provided, however, that

(a) no participation contemplated in this Section 10.11.2
shall relieve such Lender from its Commitments or its other
obligations hereunder or under any other Loan Document;

(b) such selling Lender shall remain solely responsible for
the performance of its Commitments and such other obligations;

(c) the Borrower and each other Obligor and the
Administrative Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations
under this Agreement and each of the other Loan Documents;

(d) no Participant, as such, shall be entitled to require
such Lender to take or refrain from taking any action hereunder or
under any other Loan Document, except that such Lender may agree with
any Participant that such Lender will not, without such Participant's
consent, take

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any actions of the type described in clause (b) or (c) of Section
10.1; and

(e) the Borrower shall not be required to pay any amount
under Sections 2.8.6, 4.3, 4.4, 4.5 and 4.6 that is greater than the
amount which it would have been required to pay had no participating
interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.8 and 4.9, shall be considered a Lender; provided, however, that (i)
no Participant shall be entitled to receive any greater amount pursuant to
Sections 4.8 and 4.9 than the transferor Lender would have been entitled to
receive in respect of the amount of the participation effected by such
transferor Lender to such Participant had not such participation occurred and
(ii) each Participant shall be obligated to comply with the provisions of
Section 4.10 as if it were a "Lender" if any of the circumstances described in
said Section affect such Participant.

SECTION 10.12. Copies to Lenders. The Borrower agrees to distribute
each document, instrument or communication it delivers to the Administrative
Agent in accordance with the terms hereof.

SECTION 10.13. Other Transactions. Nothing contained herein shall
preclude the Administrative Agent, the Collateral Agent, any Issuer, any
Co-Agent or any Lender from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.

SECTION 10.14. Confidentiality. Subject to clause (a)(ii) of Section
10.11, including, as required, the delivery of a Confidentiality Agreement
executed by a Participant, or proposed assignee or Participant, each Lender
shall hold all non-public information obtained pursuant to the requirements of
this Agreement that has been identified as such by the Borrower in accordance
with its customary procedure for handling confidential information of this
nature and in accordance with safe and sound banking practices, and in any
event, subject to Section 10.11, including, as required, the obtaining of a
Confidentiality Agreement, may make disclosures reasonably required by a bona
fide assignee or Participant, or a bona fide proposed assignee or Participant,
in connection with the transfer, or the contemplated transfer, of any Loans or
Commitments or any participation therein or to such Lender's auditors or
counsel or as required or requested by any central bank or other regulatory
authority having supervisory powers with respect to such Lender or any other
governmental agency or representative thereof or pursuant to a court of
competent jurisdiction (with or without a subpoena)

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or other legal process; provided, however, that, unless specifically prohibited
by applicable law or court order, each Lender shall notify the Borrower of any
request by any governmental agency or representative thereof (other than any
such request in connection with an examination of the financial condition of
such Lender by such governmental agency) for disclosure of such information;
provided, further, that in no event shall any Lender be obligated or required
to return to the Borrower any materials furnished by the Borrower or any of its
Subsidiaries. The obligations of this Section 10.14 shall not supersede or
otherwise condition the obligations of signatories to a Confidentiality
Agreement delivered in accordance with clause (b) of Section 10.11.

SECTION 10.15. The Register. The Administrative Agent, on behalf of
the Borrower, shall maintain at its address set forth below its signature
hereto a register for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amount of any Term Loans, Delayed Term
Loans or Revolving Loans and Letters of Credit issued by, each Lender from time
to time (the "Register"), together with each payment made in respect of any
thereof. The Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement notwithstanding any other notice, and no transfer of
any Lender's interest shall be effective until the Person to whom such interest
is transferred is recorded as a Lender in the Register. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

SECTION 10.16. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, THE ISSUERS, THE CO-AGENTS, THE LENDERS OR THE
BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY

-117-
124
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

SECTION 10.17. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE ISSUERS, THE CO-AGENTS, THE LENDERS AND THE BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE ISSUERS, THE
CO-AGENTS, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE ISSUERS, THE CO-AGENTS, AND THE LENDERS ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

-118-
125
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
day and year first above written.

HEALTHTRUST, INC. -
THE HOSPITAL COMPANY

By: /s/ Glenn D. Davis
------------------------------------
Title: Treasurer

Address: 4525 Harding Road
Nashville, Tennessee 37205

Facsimile No.: (615) 298-6377

Attention: Glenn D. Davis
Treasurer

THE BANK OF NOVA SCOTIA,
as Administrative Agent,
Co-Agent and Lender

By: /s/ Mary K. Munoz
------------------------------------
Authorized Signatory

Domestic
Office: 600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308

Facsimile No.: (404) 888-8998

Attention: Mary K. Munoz
Representative

LIBOR
Office: 600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308

Facsimile No.: (404) 888-8998

Attention: Mary K. Munoz
Representative

-119-
126
ABN AMRO BANK, N.V., as Co-Agent and
Lender

By: /s/ W.P. Fischer
------------------------------------
Title: Senior Vice President

By: /s/ W.D. Suttles
------------------------------------
Title: Vice President

Domestic
Office: One Ravinia Drive, Suite 1200
Atlanta, Georgia 30346

Facsimile No.: (404) 395-9188

Attention: Adam S. Greene

LIBOR
Office: One Ravinia Drive, Suite 1200
Atlanta, Georgia 30346

Facsimile No.: (404) 395-9188

Attention: Adam S. Greene

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127
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Co Agent and
Lender

By: /s/ Brad DeSpain
-----------------------------------
Title: Vice President

Domestic
Office: Credit Products Division
555 South Flower Street
11th Floor, #5618
Los Angeles, California 90071

Facsimile No.: (213) 228-2756

Attention: Brad DeSpain

LIBOR
Office: Credit Products Division
555 South Flower Street
11th Floor, #5618
Los Angeles, California 90071

Facsimile No.: (213) 228-2756

Attention: Brad DeSpain

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128
THE CHASE MANHATTAN BANK, N.A., as Co-
Agent and Lender

By: /s/ Elliott H. Jones
-----------------------------------
Title: Managing Director

Domestic
Office: One Chase Manhattan Plaza,
5th Floor
New York, New York 10081

Facsimile No.: (212) 552-7075

Attention: Michael Bayley

LIBOR
Office: One Chase Manhattan Plaza,
5th Floor
New York, New York 10081

Facsimile No.: (212) 552-7375

Attention: Barbara Hail or
Rocky Chan

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129
CHEMICAL BANK, as Co-Agent and Lender

By: /s/ Peter C. Eckstein
------------------------------------
Title: Vice President

Domestic
Office: 270 Park Avenue
New York, New York 10017

Facsimile No.: (212) 972-0009

Attention: Peter C. Eckstein

LIBOR
Office: 270 Park Avenue
New York, New York 10017

Facsimile No.: (212) 972-0009

Attention: Peter C. Eckstein

-123-
130
CITICORP USA, INC., as Co-Agent and Lender

By: /s/ Barbara A. Cohen
------------------------------------
Title: Vice President

Domestic
Office: 399 Park Avenue
New York, New York 10022
c/o Citicorp North America, Inc.
2001 Ross Avenue, Suite 1400
Dallas, Texas 75201

Telephone No.: (214) 953-3833
Facsimile No.: (214) 953-3888

Attention: J. Lang Aston

LIBOR
Office: 399 Park Avenue
New York, New York 10022
c/o Citicorp North America, Inc.
2001 Ross Avenue, Suite 1400
Dallas, Texas 75201

Telephone No.: (214) 953-3833
Facsimile No.: (214) 953-3888

Attention: J. Lang Aston

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131
CONTINENTAL BANK N.A., as Co-Agent and
Lender

By: /s/ Michael J. McKenney
-------------------------------------
Title: Vice President

Domestic
Office: 231 South LaSalle Street
Chicago, Illinois 60697

Facsimile No.: (312) 987-5833
(312) 987-7384

Attention: Michael J. McKenney

LIBOR
Office: 231 South LaSalle Street
Chicago, Illinois 60697

Facsimile No.: (312) 987-5833
(312) 987-7384

Attention: Michael J. McKenney

-125-
132
DEUTSCHE BANK AG, New York and/or Cayman
Islands Branch, as Co-Agent and Lender

By: /s/ Robert A. Maddux
-------------------------------------
Title: Director

By: /s/ Andreas J. Dirnagl
-------------------------------------
Title: Assistant Vice President

Domestic
Office: 31 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 474-8212

Attention: Robert A. Maddux

LIBOR
Office: 31 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 474-8212

Attention: Robert A. Maddux

-126-
133
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Co-Agent and Lender

By: /s/ Teresa D. Whelpley
-------------------------------------
Title: Vice President

Domestic
Office: One First Union Center TW-19
Charlotte, NC 28288-0735

Facsimile No.: (704) 374-9144

Attention: Teresa D. Whelpley

LIBOR
Office: One First Union Center TW-19
Charlotte, NC 28288-0735

Facsimile No.: (704) 374-9144

Attention: Teresa D. Whelpley

-127-
134
GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Agent and Lender

By: /s/ Brian G. Reynolds
-------------------------------------
Title: Senior Vice President

Domestic
Office: 5665 New Northside Drive
Suite 200
Atlanta, Georgia 30328

Facsimile No.: (404) 988-2328

Attention: Brian G. Reynolds
Cheryl P. Boyd

LIBOR
Office: 5665 New Northside Drive
Suite 200
Atlanta, Georgia 30328

Facsimile No.: (404) 988-2328

Attention: Brian G. Reynolds
Cheryl P. Boyd

-128-
135

THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW
YORK BRANCH, as Co-Agent and Lender

By: /s/ Junri Oda
--------------------------------
Title: Senior Vice President &
Senior Manager

Domestic
Office: 245 Park Avenue
New York, New York 10167-0037

Facsimile No.: (212) 682-2870

Attention: Mr. Jim Welch
Vice President

LIBOR
Office: 245 Park Avenue
New York, New York 10167-0037

Facsimile No.: (212) 682-2870

Attention: Mr. Jim Welch
Vice President

-129-
136

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, New York Branch, as Co-Agent and
Lender

By: /s/ Philip A. Marsden
-------------------------------
Title: Deputy General Manager

Domestic
Office: 165 Broadway
49th Floor
New York, New York 10006

Facsimile No.: (212) 608-2371

Attention: Mr. Philip A. Marsden

LIBOR
Office: 165 Broadway
49th Floor
New York, New York 10006

Facsimile No.: (212) 608-2371

Attention: Mr. Philip A. Marsden

Copies of all
Notices to:

Atlanta Representative Office
Marquis One Tower, Suite 2801
245 Peachtree Center Avenue, NE
Atlanta, Georgia 30303

Facsimile No.: (404) 659-7210

Attention: Ms. Rebecca J. Sedlar
Vice President

-130-
137

NATIONSBANK OF TENNESSEE, as Co-Agent and
Lender

By: /s/ Patrick J. Neal
--------------------------------
Title: Associate Vice President

Domestic
Office: One Nationsbank Plaza
Medical Industries, 2nd Floor
Nashville, Tennessee 37239-1697

Facsimile No.: (615) 749-4743

Attention: Patrick J. Neal

LIBOR
Office: One Nationsbank Plaza
Medical Industries, 2nd Floor
Nashville, Tennessee 37239-1697

Facsimile No.: (615) 749-4743

Attention: Patrick J. Neal

-131-
138

SWISS BANK CORPORATION, San Francisco
Branch, as Co-Agent and Lender

By: /s/ Colin T. Taylor
--------------------------------
Title: Director - Merchant Banking

By: /s/ David L. Parrot
--------------------------------
Title: Associate Director -
Merchant Banking

Domestic
Office: 101 California Street,
Suite 1700
San Francisco, CA 94111-5884

Facsimile No.: (415) 989-7570

Attention: Colin T. Taylor

LIBOR
Office: 101 California Street,
Suite 1700
San Francisco, CA 94111-5884

Facsimile No.: (415) 989-7570

Attention: Colin T. Taylor

-132-
139

THIRD NATIONAL BANK IN NASHVILLE, as Co-
Agent and Lender

By: /s/ Kevin P. Lavender
--------------------------------
Title: Group Vice President

Domestic
Office: 201 Fourth Avenue North
Nashville, Tennessee 37219

Facsimile No.: (615) 748-5161

Attention: Kevin P. Lavender

LIBOR
Office: 201 Fourth Avenue North
Nashville, Tennessee 37219

Facsimile No.: (615) 748-5161

Attention: Kevin Lavender

-133-
140

THE TORONTO-DOMINION BANK, as Co-Agent and
Lender

By: /s/ Everett E. Walker
---------------------------------------
Title: Manager - Credit Administration

Domestic
Office: 909 Fannin, Suite 1700
Houston, Texas 77010

Facsimile No.: (713) 951-9921

Attention: E.E. Walker
Manager - Credit
Administration

LIBOR
Office: 909 Fannin, Suite 1700
Houston, Texas 77010

Facsimile No.: (713) 951-9921

Attention: E.E. Walker
Manager - Credit
Administration

-134-
141

AMSOUTH BANK, N.A.

By: /s/ William P. Barnes
--------------------------------
Title: Vice President

Domestic
Office: 1900 Fifth Avenue North
Birmingham, Alabama 35203

Facsimile No.: (205) 326-4075

Attention: William P. Barnes

LIBOR
Office: 1900 Fifth Avenue North
Birmingham, Alabama 35203

Facsimile No.: (205) 326-4075

Attention: William P. Barnes

-135-
142

THE BANK OF CALIFORNIA, N.A.

By: /s/ Richard A. Lopatt
--------------------------------
Title: Vice President

Domestic
Office: 550 South Hope Street
Los Angeles, CA 90071

Facsimile No.: (213) 243-3552

Attention: Richard A. Lopatt

LIBOR
Office: 550 South Hope Street
Los Angeles, CA 90071

Facsimile No.: (213) 243-3552

Attention: Richard A. Lopatt

-136-
143

BANK OF IRELAND, Grand Cayman Branch

By: /s/ Roger M. Burns
--------------------------------
Title: Vice President

Domestic
Office: 640 Fifth Avenue
New York, New York 10019

Facsimile No.: (212) 586-7752

Attention: Roger M. Burns

LIBOR
Office: 640 Fifth Avenue
New York, New York 10019

Facsimile No.: (212) 586-7752

Attention: Roger M. Burns

-137-
144

CORESTATES BANK, N.A.

By: /s/ Cristina Lopez-Ona
--------------------------------
Title: Commercial Officer

Domestic
Office: 1500 Market Street, West Tower
Philadelphia, PA 19101

Facsimile No.: (215) 786-8448

Attention: Cristina Lopez-Ona

LIBOR
Office: 1500 Market Street, West Tower
Philadelphia, PA 19101

Facsimile No.: (215) 786-8448

Attention: Vickie D'Alonzo

-138-
145

CREDITANSTALT-BANKVEREIN

By: /s/ Robert M. Biringer
--------------------------------
Title: Senior Vice President

By: /s/ Donato R. Giuseppi, Jr.
--------------------------------
Title: Deputy General Manager

Domestic
Office: Two Ravinia Drive, Suite 1680
Atlanta, Georgia 30346

Facsimile No.: (404) 390-1851

Attention: R. Scott Newth

LIBOR
Office: 245 Park Avenue, 27th Floor
New York, New York 10167

Facsimile No.: (212) 856-1006

Attention: Sofia Spinnato
Administrative Assistant

-139-
146

THE DAIWA BANK, LIMITED

By: /s/ Teryll L. Herron
--------------------------------
Title: Vice President

By: /s/ E.B. Buchanan, Jr.
--------------------------------
Title: Vice President

Domestic
Office: 333 South Wacker Drive
Suite 5400
Chicago, Illinois 60606

Facsimile No.: (312) 876-1995

Attention: Operations Manager

LIBOR
Office: 333 South Wacker Drive
Suite 5400
Chicago, Illinois 60606

Facsimile No.: (312) 876-1995

Attention: Operations Manager

-140-
147

DRESDNER BANK AG, New York Branch

By: /s/ Peter Becker
--------------------------------
Title: Vice President

By: /s/ T. L. Darby
--------------------------------
Title: Vice President

Domestic
Office: 75 Wall Street
New York, New York 10005

Facsimile No.: (212) 574-0129

Attention: Credit Services

LIBOR
Office: 75 Wall Street
New York, New York 10005

Facsimile No.: (212) 574-0129

Attention: Credit Services

-141-
148

FIRST AMERICAN NATIONAL BANK

By: /s/ Sandra K. Grimes
--------------------------------
Title: Bank Officer

Domestic
Office: First American Center,
Second Floor
Nashville, Tennessee 37237-0203

Facsimile No.: (615) 748-2812

Attention: Sandra K. Grimes

LIBOR
Office: First American Center
Second Floor
Nashville, Tennessee 37237-0203

Facsimile No.: (615) 748-2812

Attention: Sandra K. Grimes

-142-
149

THE FIRST NATIONAL BANK OF BOSTON

By: /s/ Oscar Jazdowski
---------------------------------
Title: Managing Director

Domestic
Office: 100 Federal Street MS 01-08-04
Boston, MA 02110

Facsimile No.: (617) 434-0819

Attention: Oscar Jazdowski

LIBOR
Office: 100 Federal Street MS 01-08-04
Boston, MA 02110

Facsimile No.: (617) 434-0819

Attention: Oscar Jazdowski

-143-
150

MELLON BANK, N.A.

By: /s/ Marsha Wicker
--------------------------------
Title: Assistant Vice President

Domestic
Office: Two Mellon Center, Room 270
Pittsburgh, PA 15259

Facsimile No.: (412) 234-9010

Attention: Marsha Wicker

LIBOR
Office: Three Mellon Center
Loan Administration
Pittsburgh, PA 15259

Facsimile No.: (412) 234-5049

Attention: Elaine Washburn,
Loan Administration

-144-
151
MIDLAND BANK plc, New York Branch

By: /s/ Christopher French
--------------------------------
Title: Director

Domestic
Office: 140 Broadway, 5th Floor
New York, New York 10005

Facsimile No.: (212) 658-2586

Attention: Christopher French

LIBOR
Office: 140 Broadway, 5th Floor
New York, New York 10005

Facsimile No.: (212) 658-2586

Attention: Christopher French

-145-
152

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By: /s/ Masaaki Yamagishi
--------------------------------
Title: Chief Manager

Domestic
Office: 440 South LaSalle Street
Suite 3180
Chicago, Illinois 60605

Facsimile No.: (312) 663-0863

Attention: Jordan Greene
Assistant Vice President

LIBOR
Office: 440 South LaSalle Street
Suite 3180
Chicago, Illinois 60605

Facsimile No.: (312) 663-0863

Attention: Jordan Greene
Assistant Vice President

-146-
153

PNC BANK

By: /s/ Christopher A. Black
--------------------------------
Title: Assistant Vice President

Domestic
Office: 500 West Jefferson
Louisville, Kentucky 40207

Facsimile No.: (502) 581-2302

Attention: Mr. Chris Black

LIBOR
Office: 500 West Jefferson
Louisville, Kentucky 40207

Facsimile No.: (502) 581-2302

Attention: Mr. Chris Black

-147-
154

THE SAKURA BANK, LIMITED

By: /s/ M. Inaba
-------------------------------
Title: Vice President and
Senior Manager

Domestic
Office: 245 Peachtree Center Avenue,
Suite 2703
Atlanta, Georgia 30303

Facsimile No.: (404) 521-1133

Attention: Charles Zimmerman
Vice President

LIBOR
Office: 245 Peachtree Center Avenue,
Suite 2703
Atlanta, Georgia 30303

Facsimile No.: (404) 521-1133

Attention: Charles Zimmerman
Vice President

-148-
155

SHAWMUT BANK CONNECTICUT, N.A.

By: /s/ Manfred O. Eigenbrod
--------------------------------
Title: Vice President

Domestic
Office: 777 Main Street
MSM 397
Hartford, Connecticut 06115

Facsimile No.: (203) 986-4621
(203) 986-5367

Attention: Rex Fowler
Assistant Vice President

LIBOR
Office: 777 Main Street
MSM 397
Hartford, Connecticut 06115

Facsimile No.: (203) 986-4621
(203) 986-5367

Attention: Rex Fowler
Assistant Vice President

-149-
156

THE SUMITOMO BANK, LIMITED

By: /s/ Yoshinori Kawamura
----------------------------------
Title: Joint General Manager

Domestic
Office: New York Branch
One World Trade Center
Suite 9651
New York, New York 10048

Facsimile No.: (212) 553-0118

Attention: Michael D. Deadder
Assistant Vice President

LIBOR
Office: New York Branch
One World Trade Center
Suite 9651
New York, New York 10048

Facsimile No.: (212) 553-0118

Attention: Michael D. Deadder
Assistant Vice President

-150-
157

THE TOKAI BANK, LIMITED, Atlanta Agency

By: /s/ Ryuji Kurihara
--------------------------------
Title: Deputy General Manager

Domestic
Office: 285 Peachtree Center Avenue, NE
Suite 2802
Atlanta, Georgia 30303

Facsimile No.: (404) 653-0737

Attention: William R. Stutts

LIBOR
Office: 285 Peachtree Center Avenue, NE
Suite 2802
Atlanta, Georgia 30303

Facsimile No.: (404) 653-0737

Attention: William R. Stutts

-151-
158

UNION PLANTERS NATIONAL BANK

By: /s/ H. Blaine Strock, III
--------------------------------
Title: Vice President

Domestic
Office: 401 Union Street, Second Floor
Nashville, Tennessee 37219

Facsimile No.: (615) 726-4274

Attention: H. Blaine Strock, III

LIBOR
Office: 401 Union Street, Second Floor
Nashville, Tennessee 37219

Facsimile No.: (615) 726-4274

Attention: H. Blaine Strock, III

-152-
159

UNITED STATES NATIONAL BANK OF OREGON

By: /s/ David Wynde
--------------------------------
Title: Vice President

Domestic
Office: 111 S.W. Fifth Avenue, T-29
P.O. Box 8837
Portland, Oregon 97208

Facsimile No.: (503) 275-4267

Attention: David Wynde
National Corporate Banking

LIBOR
Office: 111 S.W. Fifth Avenue, PL-7
P.O. Box 8837
Portland, Oregon 97208

Facsimile No.: (503) 275-4600

Attention: Carol Banhart
Note Department

-153-
160

WELLS FARGO BANK, N.A.

By: /s/ Brian O'Melveny
--------------------------------
Title: Assistant Vice President

Domestic
Office: 420 Montgomery Street
MAC 0101-091
San Francisco, CA 94163

Facsimile No.: (415) 421-1352

Attention: Brian O'Melveny

LIBOR
Office: 420 Montgomery Street
MAC 0101-091
San Francisco, CA 94163

Facsimile No.: (415) 989-4319

Attention: Barbara Kattman

-154-
161

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDATORY AGREEMENT, dated as of May 9, 1994, to the Credit
Agreement, dated as of April 28, 1994 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the "Existing Credit
Agreement") by and among HEALTHTRUST, INC. -- THE HOSPITAL COMPANY, a Delaware
corporation (the "Borrower"), the various financial institutions parties
thereto (collectively, the "Lenders"), THE BANK OF NOVA SCOTIA ("Scotiabank")
and ABN AMRO BANK, N.V., BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, THE CHASE MANHATTAN BANK, N.A., CHEMICAL BANK, CITICORP USA, INC.,
CONTINENTAL BANK N.A., DEUTSCHE BANK AG, NEW YORK BRANCH, FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, GENERAL ELECTRIC CAPITAL CORPORATION, THE INDUSTRIAL
BANK OF JAPAN, LIMITED, NEW YORK BRANCH, THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH, NATIONSBANK OF TENNESSEE, N.A., SWISS BANK
CORPORATION, SAN FRANCISCO BRANCH, THIRD NATIONAL BANK IN NASHVILLE and THE
TORONTO-DOMINION BANK, as co-agents (the "Co-Agents") for the Lenders, and
Scotiabank, as administrative agent (in such capacity, the "Administrative
Agent") for the Co-Agents and the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower has requested, and the Lenders are willing, on
the terms and subject to the conditions hereinafter set forth, to amend the
Existing Credit Agreement to restate certain covenants and schedules as set
forth herein;

NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendatory Agreement,
including its preamble and recitals, have the following meanings (such meanings
to be equally applicable to the singular and plural forms thereof):

"Administrative Agent" is defined in the preamble.

"Amendment No. 1" means this Amendatory Agreement.

162
"Amendment No. 1 Effective Date" is defined in Section 3.1.

"Borrower" is defined in the preamble.

"Co-Agents" is defined in the preamble.

"Existing Credit Agreement" is defined in the preamble.

"Lenders" is defined in the preamble.

"Scotiabank" is defined in the preamble.

SECTION 1.2. Other Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendatory Agreement,
including its preamble and recitals, have the meanings provided in the Existing
Credit Agreement.

ARTICLE II

AMENDMENTS TO EXISTING CREDIT AGREEMENT AS OF
THE AMENDMENT NO. 1 EFFECTIVE DATE

Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Article II. Except as so amended, the Existing Credit Agreement
shall continue in full force and effect.

SECTION 2.1. Amendments to the Credit Agreement.

SECTION 2.1.1. Amendments to Section 1.1. Section 1.1 of the
Existing Credit Agreement is hereby amended by inserting the following new
terms in their alphabetically appropriate places:

"Amendment No. 1" means the Amendatory Agreement,
dated as of May 9, 1994, among the parties thereto, amending
this Agreement as then in effect.

"Amendment No. 1 Effective Date" is defined in
Section 3.1 of Amendment No. 1.

SECTION 2.1.2. Amendment to Section 2.8.2 of the Existing Credit
Agreement. Section 2.8.2 of the Existing Credit Agreement is hereby amended by
deleting the phrase "and, if entitled thereto, a ratable portion of any payment
made by the Borrower" at the end of the proviso thereto.

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SECTION 2.1.3. Amendments to Article VII of the Existing Credit
Agreement. Article VII of the Existing Credit Agreement is hereby amended as
set forth below:

(a) Clause (c)(i) of Section 7.1.6 of the Existing Credit
Agreement is hereby amended by adding the phrase "or loan or
contribute such proceeds to EPIC or its Subsidiaries to pay"
after the word pay in such clause.

(b) Clause (e) of Section 7.2.5 of the Existing Credit
Agreement is hereby amended in its entirety to read as
set forth below:

"(e) Investments in general acute care hospitals or
other health care businesses (other than as acquired in the
Other Transactions and Hospital Exchanges) or a Person which
owns or leases a general acute care hospital or other health
care business (i) to the extent the consideration for which is
Common Stock or (ii) in an aggregate amount not to exceed
$150,000,000 in any Fiscal Year or $310,000,000 from and after
the Effective Date, plus an amount equal to the sum of (x)
100% of Net Disposition Proceeds not applied to prepay Loans
and (y) Net Equity Proceeds designated by the Borrower to the
Administrative Agent in writing to be used for the purpose of
making such investments within one year of the receipt of such
Net Equity Proceeds;".

(c) Clause (c) of Section 7.2.8 of the Existing Credit
Agreement is hereby amended in its entirety to read as set forth
below:

"(c) the Borrower or any of its Subsidiaries may
purchase all or substantially all of the assets of any Person,
or acquire such Person by merger to the extent permitted as an
Investment pursuant to Section 7.2.5 or if the sole
consideration for such purchase is Common Stock.".

SECTION 2.1.4. Amendment to Disclosure Schedule. The Disclosure
Schedule of the Existing Credit Agreement shall be amended to insert the items
listed on Annex I hereto at the end thereof.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS

SECTION 3.1. Amendment No. 1 Effective Date. This Amendatory
Agreement shall become effective as of the date upon which (the "Amendment No.
1 Effective Date ") all the conditions set forth in this Section 3.1 shall have
been satisfied (on or prior to such date) and, thereafter, this Amendatory
Agreement shall be known, and may be referred to, as "Amendment No. 1".

SECTION 3.1.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendatory Agreement duly executed by
the Borrower, the Co-Agents, the Administrative Agent and the Required Lenders.
The delivery of an executed counterpart hereof by the Borrower shall constitute
a representation and warranty by the Borrower that, on the date of such
delivery and on Amendment No. 1 Effective Date, after giving effect to
Amendment No. 1, all statements set forth in Section 5.2.1 of the Credit
Agreement are true and correct as of each such date.

SECTION 3.1.2. Legal Details, etc. All documents executed or
submitted pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel and shall include certified copies of
board resolutions of the Borrower and its Subsidiaries authorizing the
transactions contemplated hereby and certificates of incumbency for those
officers of such Persons authorized to execute and deliver all agreements and
instruments contemplated hereby or relating hereto. The Administrative Agent
shall have received all information, and such counterpart originals or such
certified or other copies of such other materials, as the Administrative Agent
or its counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel. In addition, the Administrative Agent
shall have received such other agreements and documents as it may from time to
time request.

SECTION 3.1.3. Payment of Fees and Expenses. The Borrower shall have
paid in full all reasonable fees and expenses of the Scotiabank, or its counsel
or consultants incurred in respect of the negotiation, preparation and review
of the documentation relating to the transactions contemplated by this
Amendment No. 1 invoiced on or prior thereto.

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ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Cross-References. References in this Amendatory
Agreement to any Article or Section are, unless otherwise specified or
otherwise required by the context, to such Article or Section of this
Amendatory Agreement.

SECTION 4.2. Loan Document Pursuant to Credit Agreement; Limited
Waiver. This Amendatory Agreement is a Loan Document executed pursuant to the
Credit Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered, and applied in accordance with all of the terms and
provisions of the Credit Agreement. Except as expressly amended or waived
hereby, all of the representations, warranties, terms, covenants and conditions
of the Credit Agreement shall remain unamended and unwaived. The amendments,
waivers and other terms set forth herein shall be limited precisely as provided
for herein and shall not be deemed to be a waiver of, amendment of, consent to,
or modification of, any other term or provision of the Credit Agreement or of
any term or provision of any other Collateral Document or Loan Document or of
any transaction or further or future action on the part of the Borrower which
would require the consent of any of Scotiabank under the Credit Agreement.

SECTION 4.3. Successors and Assigns. This Amendatory Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

SECTION 4.4. Counterparts. This Amendatory Agreement may be executed
by the parties hereto in several counterparts and be deemed to be an original
and all of which shall constitute together but one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed and delivered by their authorized agents of representatives as
of the date first above written.

HEALTHTRUST, INC. - THE HOSPITAL
COMPANY