and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 2 TABLE OF CONTENTS

1
EXHIBIT 10.23

[CONFORMED COPY]

$375,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

December 20, 1996

among

XXXXXXX ENTERPRISES, INC.

The BANKS Listed Herein

XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Issuing Bank,

and

XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Agent
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TABLE OF CONTENTS

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ARTICLE 1
Definitions
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02. Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 1.03. Types of Loans and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 2
The Credits
Section 2.01. The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.02. Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.03. Notice to Banks; Funding of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.04. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.05. Maturity of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.06. Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.07. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.08. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.09. Optional Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.10. Mandatory Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.11. Method of Electing Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.12. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.13. General Provisions as to Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.14. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.15. Computation of Interest, Fees and Commissions . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.16. Withholding Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.17. Maximum Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 3
Conditions
Section 3.01. Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 3.02. Borrowings and Letter of Credit Issuances . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 4
Representations and Warranties
Section 4.01. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 4.02. Corporate and Governmental Authorization; No Contravention . . . . . . . . . . . . . . . . . 42
Section 4.03. Binding Effect; Liens of Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 42

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Section 4.04. Financial Information; Valuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 4.05. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.06. Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.07. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.08. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.09. Title to and Condition of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.10. Not an Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.11. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.12. Representations in Subsidiary Guaranty and Pledge Agreement . . . . . . . . . . . . . . . . . 45
Section 4.13. Existing Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 5
Covenants
Section 5.01. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 5.02. Maintenance of Property; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.03. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.04. Inspection of Property, Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.05. Minimum Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.06. Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.07. Adjusted Consolidated Debt Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.08. Ownership of Stock of Wholly-Owned Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.09. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.10. Restricted Payments on Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.11. Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 5.12. Consolidations, Mergers and Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.13. Incurrence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.14. Use of Proceeds and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.15. Additional Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.16. Lease Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.17. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 6
Defaults
Section 6.01. Events of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.02. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 7
The Agent

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Section 7.01. Appointment and Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.02. Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.03. Action by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.04. Consultation with Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.05. Liability of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.06. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.07. Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.08. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.09. Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE 8
Change in Circumstances
Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair . . . . . . . . . . . . . . . . . . 64
Section 8.02. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 8.03. Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 8.04. Base Rate Loans Substituted for Affected Fixed Rate Loans . . . . . . . . . . . . . . . . . . 68

ARTICLE 9
Miscellaneous
Section 9.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 9.02. No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 9.03. Expenses; Documentary Taxes; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 9.04. Sharing of Set-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.05. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 9.06. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 9.07. Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.08. GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.09. Consent to Execution and Delivery of Certain Financing Documents . . . . . . . . . . . . . . 73
Section 9.10. Counterparts; Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.11. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.12. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

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Schedule I - Pricing Schedule
Schedule II - Commitment Schedule
Schedule III - Existing Subsidiary Debt
Schedule IV - Subsidiaries of the Borrower
Schedule V - Existing Letters of Credit

Exhibit A Note
Exhibit B Form of Pledge and Security Agreement
Exhibit C Form of Subsidiary Guaranty
Exhibit D Opinion of Special New York Counsel to the Borrower
Exhibit E Opinion of Vice President and Deputy General Counsel
of the Borrower
Exhibit F Opinion of Special Counsel to the Agent
Exhibit G Form of Assignment and Assumption Agreement

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AMENDED AND RESTATED CREDIT AGREEMENT

AGREEMENT dated as of December 20, 1996 among XXXXXXX ENTERPRISES,
INC. (with its successors, the "Borrower"), a Delaware corporation, the BANKS
listed on the signature pages hereof, XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Issuing Bank, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(with its successors in such capacity, the "Agent"), amending and restating the
Credit Agreement dated as of November 1, 1994 (as amended, the "Existing Credit
Agreement") among Xxxxxxx California Corporation, the Borrower, the banks
listed on the signature pages thereof and Xxxxxx Guaranty Trust Company of New
York, as issuing bank and as agent.

WHEREAS, Xxxxxxx California Corporation has changed its name to
Xxxxxxx Health and Rehabilitation Services, Inc. ("Xxxxxxx Health");

WHEREAS, the Borrower and Xxxxxxx Health have requested that certain
provisions of the Existing Credit Agreement be amended, and the Banks and the
Agent have agreed to such amendments, subject to the satisfaction of the terms
and conditions set forth herein, which amendments shall become effective only
at such time as this Agreement becomes effective in accordance with Section
3.01;

WHEREAS, the parties have agreed that Xxxxxxx Enterprises, Inc., the
guarantor under the Existing Credit Agreement, shall become the borrower under
the Credit Agreement and shall assume all the obligations of Xxxxxxx Health
with respect to the Loans and Letters of Credit under the Existing Credit
Agreement;

WHEREAS, Xxxxxxx Health, the borrower under the Existing Credit
Agreement, shall sign a Subsidiary Guaranty Agreement as of the date hereof and
become a Subsidiary Guarantor under the Credit Agreement;

WHEREAS, the parties have agreed that on the Effective Date, (i) all
outstanding Loans made pursuant to the Existing Credit Agreement, all
outstanding "Nippon Loans" made pursuant to the Nippon Credit Agreement and all
outstanding "LTCB Loans" made pursuant to the LTCB Credit Agreement will be
repaid, (ii) certain of the banks party to the Nippon Credit Agreement and the
LTCB Credit Agreement will become parties hereto and (iii) the revolving
Commitments will be increased to $375 million and allocated among the Banks as
set forth in the Commitment Schedule herein;
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WHEREAS, the parties have agreed that, upon the effectiveness of this
Agreement, any outstanding "Letters of Credit" issued pursuant to the Existing
Credit Agreement shall constitute "Letters of Credit" hereunder and shall be
governed by the terms and conditions of this Agreement; and

WHEREAS, in order to set forth in one document, for the convenience of
the parties, the text of the Existing Credit Agreement as amended by the
amendments to be made upon the effectiveness hereof, the Existing Credit
Agreement will upon satisfaction of the conditions set forth in Section 3.01
hereof, be amended and restated to read in full as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.01. Definitions. The following terms, as used herein, have
the following meanings:

"Adjusted CD Rate" has the meaning set forth in Section 2.06(b).

"Adjusted Consolidated Debt" means at any date the sum, without
duplication, of (i) all liabilities of the Borrower and its Subsidiaries at
such date of the types classified as "current liabilities: short-term
borrowings", "current liabilities: current portion of long-term obligations"
and "long-term obligations" on the consolidated balance sheet included in the
Base Financials (including any Subordinated Notes), (ii) all guarantees at such
date of obligations of other issuers (other than guarantees outstanding on the
date hereof of obligations outstanding on the date hereof, in amounts not in
excess of $110,901,000 and reported in the Base Financials) and (iii) an amount
equal to the product of eight multiplied by the Consolidated Rental Expense for
the four fiscal quarters of the Borrower most recently completed on or prior to
such date.

"Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

"Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.

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"Affiliate" means any Person (other than the Borrower, any Subsidiary
of the Borrower or any Bank) (a) which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with, the Borrower or (b) which is the Beneficial Owner of 10% or more of any
class of the Voting Stock of the Borrower. As used herein, the term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting stock, by contract or otherwise.

"Agent" means Xxxxxx Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

"Applicable Lending Office" means, with respect to any Bank, (i) in
the case of its Domestic Loans, its Domestic Lending Office and (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

"Appraised Value" means, with respect to any asset subjected to or
released from any Lien, the value of such asset as determined by an independent
appraisal performed within 90 days of, and as of a date not less than 90 days
prior to, the date upon which such asset is subjected to or released from such
Lien.

"Assessment Rate" has the meaning set forth in Section 2.06(b).

"Assignee" has the meaning set forth in Section 9.06(c).

"Authorized Financial Officer" of any Person means the Chief Financial
Officer, Treasurer or Controller of such Person.

"Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective
successors.

"Base Financials" means the consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of December 31, 1995 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended, together with the notes thereto, included in the
Borrower's 1995 Form 10-K and reported on without qualification by Ernst &
Young LLP.

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"Base Rate" means, for any day, a rate per annum equal to the higher
of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the
Federal Funds Rate for such day.

"Base Rate Loan" means (i) a Loan which bears interest at the Base
Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or the provisions of Article 8 or (ii) an overdue amount that was a
Base Rate Loan immediately before it became overdue.

"Base Rate Margin" has the meaning set forth in Section 2.06(a).

"Beneficial Owner" means a Person who is deemed to be the "Beneficial
Owner" of securities pursuant to Rule 13d-3 or 13d-5 of the Securities Exchange
Act of 1934 (as in effect on the date hereof).

"Xxxxxxx Health" means Xxxxxxx Health and Rehabilitation Services,
Inc., formerly known as Xxxxxxx California Corporation, a California
corporation, and its successors.

"Borrower" means Xxxxxxx Enterprises, Inc., a Delaware corporation,
and its successors.

"Borrower's 1995 Form 10-K" means the Borrower's annual report on Form
10-K for 1995, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.

"Borrowing" has the meaning set forth in Section 1.03.

"CD Base Rate" has the meaning set forth in Section 2.06(b).

"CD Loan" means (i) a Loan which bears interest at a CD Rate pursuant
to the applicable Notice of Borrowing or Notice of Interest Rate Election or
(ii) an overdue amount that was a CD Loan immediately before it became overdue.

"CD Margin" has the meaning set forth in Section 2.06(b).

"CD Rate" means a rate of interest determined pursuant to Section
2.06(b) on the basis of an Adjusted CD Rate.

"CD Reference Banks" means PNC Bank, National Association,
NationsBank, N.A. and Xxxxxx Guaranty Trust Company of New York.

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"Collateral" means the property in which the Agent is granted, or is
purported to be granted, a lien or security interest from time to time under
the Pledge Agreement, which lien or security interest has not been released in
accordance with the terms hereof or thereof.

"Commitment" means, with respect to any Bank, the amount set forth
opposite the name of such Bank as such Bank's Commitment on the Commitment
Schedule, as such amount may be reduced from time to time pursuant to Section
2.09.

"Commitment Fee Rate" has the meaning set forth in Section 2.08(a).

"Commitment Schedule" means Schedule II attached hereto.

"Consolidated EBITDA" means, for any period, Consolidated Net Income
of the Borrower and its Consolidated Subsidiaries for such period plus, without
duplication, any amounts deducted in determining such Consolidated Net Income
in respect of (a) Consolidated Interest Charges for such period, (b)
Consolidated Tax Charges for such period and (c) expenses for such period of
the types classified as "depreciation and amortization" on the consolidated
statement of operations included in the Base Financials.

"Consolidated EBITDAR" means, for any period, the sum of Consolidated
EBITDA and Consolidated Rental Expense for such period.

"Consolidated Gross Capital Expenditures" means, for any period the
total amount of additions to property and equipment, other than software
development costs, of the Borrower and its Consolidated Subsidiaries during
such period of the types classified as "Capital Expenditures" on the
consolidated statement of cash flows included in the Base Financials.

"Consolidated Interest Charges" means, for any period, all items for
such period of the types classified as "interest" on the consolidated statement
of operations included in the Base Financials.

"Consolidated Net Income" means, for any period, the net income (loss)
(calculated (a) before preferred and common stock dividends and (b) exclusive
of the effect of any extraordinary or other material non-recurring gain or loss
outside the ordinary course of business) of the Borrower and its Consolidated
Subsidiaries, determined on a consolidated basis for such period.

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"Consolidated Net Worth" means at any date the consolidated
stockholders' equity of the Borrower and its Consolidated Subsidiaries at such
date.

"Consolidated Rental Expense" means, for any period, the rental
expense (net of sublease income) of the Borrower and its Consolidated
Subsidiaries for such period.

"Consolidated Subsidiary" means, with respect to any Person and at any
date, any of its Subsidiaries or any other entity the accounts of which would
be consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date.

"Consolidated Tax Charges" means, for any period, all items for such
period of the types classified as "provision for income taxes" on the
consolidated statement of operations included in the Base Financials.

"Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles, (v)
all obligations of such Person with respect to letters of credit and similar
instruments, including, without limitation, obligations under reimbursement
agreements, (vi) all mandatorily redeemable preferred stock of such Person,
(vii) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (viii) all Debt of others
Guaranteed by such Person.

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

"Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

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"Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.

"Domestic Lending Office" means, as to each Bank, its office located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.

"Domestic Loans" means CD Loans or Base Rate Loans or both.

"Domestic Reserve Percentage" has the meaning set forth in Section
2.06(b).

"Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

"Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating
to the environment, the effect of the environment on human health or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment, including, without limitation,
ambient air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

"ERISA Group" means the Borrower and all members of a controlled group
of corporations and all 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 Internal Revenue Code.

"Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

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"Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Agent.

"Euro-Dollar Loan" means (i) a Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate Election or (ii) an overdue amount that was a Euro-Dollar Loan
immediately before it became overdue.

"Euro-Dollar Margin" has the meaning set forth in Section 2.06(c).

"Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.06(c) on the basis of an Adjusted London Interbank Offered Rate.

"Euro-Dollar Reference Banks" means the principal Nassau office of PNC
Bank, National Association and the principal London offices of NationsBank,
N.A. and Xxxxxx Guaranty Trust Company of New York.

"Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.06(c).

"Event of Default" has the meaning set forth in Section 6.01.

"Existing Bank" means a Bank (as defined in the Existing Credit
Agreement).

"Existing Credit Agreement" means the Credit Agreement dated as of
November 1, 1994 among Xxxxxxx Health, the Borrower, the banks listed on the
signature pages thereof, and Xxxxxx Guaranty Trust Company of New York, as
issuing bank and as agent, as the same has been amended on or prior to the
Effective Date.

"Existing Financing Documents" means the Financing Documents (as
defined in the Existing Credit Agreement).

"Existing Letter of Credit" means a Letter of Credit (as defined in
the Existing Credit Agreement).

"Existing Loan" means a Loan (as defined in the Existing Credit
Agreement).

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14
"Exposure" means, for any day and with respect to any Bank, the sum on
such day of the Letter of Credit Exposure of such Bank and the aggregate
outstanding principal amount of the Loans of such Bank.

"Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Xxxxxx Guaranty Trust Company of New
York on such day on such transactions, as determined by the Agent.

"Financing Documents" means this Agreement, the Notes, the Subsidiary
Guaranty and the Pledge Agreement.

"Fixed Charge Coverage Ratio" means, on any date, the ratio of (i)
Consolidated EBITDAR minus Consolidated Gross Capital Expenditures for the four
consecutive fiscal quarters most recently ended on or prior to such date to
(ii) the sum of Consolidated Interest Charges and Consolidated Rental Expense
for such four fiscal quarters.

"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or both.

"Former Borrower" means Xxxxxxx Health.

"Group of Loans" means at any time a group of Loans consisting of (i)
all Loans that are Base Rate Loans at such time or (ii) all Loans that are
Fixed Rate Loans of the same type having the same Interest Period at such time;
provided that, if a Loan of any particular Bank is converted to or made as a
Base Rate Loan pursuant to Section 8.02 or 8.04, such Loan shall be included in
the same Group or Groups of Loans from time to time as it would have been in if
it had not been so converted or made.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to

9
15
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

"Hazardous Substance" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

"Interest Period" means: (1) with respect to each Euro-Dollar Loan, a
period commencing on the date of borrowing specified in the applicable Notice
of Borrowing or the date specified in the applicable Notice of Interest Rate
Election and ending one week or one, two, three or six months thereafter, as
the Borrower may elect in the applicable Notice of Borrowing or Notice of
Interest Rate Election; provided that:

(a) any Interest Period (other than an Interest Period
determined pursuant to clause (c)(i) below) that would
otherwise end on a day that is not a Euro-Dollar Business Day
shall be extended to the next succeeding Euro-Dollar Business
Day unless, in the case of any Interest Period other than a
one-week Interest Period, such Euro-Dollar Business Day falls
in another calendar month, in which case such Interest Period
shall end on the next preceding Euro-Dollar Business Day;

(b) any Interest Period (other than an Interest Period of
one week or an Interest Period determined pursuant to clause
(c) below) that begins on the last Euro-Dollar Business Day of
a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Euro-Dollar
Business Day of a calendar month; and

(c) if any Interest Period includes a date on which a
payment of principal of the Loans is required to be made under
Section 2.05 but does not end on such date, then (i) the
principal amount (if any) of each Euro-Dollar Loan required to
be repaid on such date shall

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have an Interest Period ending on such date and (ii) the
remainder (if any) of each such Euro-Dollar Loan shall have an
Interest Period determined as set forth above; and

(2) with respect to each CD Loan, a period commencing on the date of
borrowing specified in the applicable Notice of Borrowing or on the date
specified in the applicable Notice of Interest Rate Election and ending 30, 60,
90 or 180 days thereafter, as the Borrower may elect in the applicable Notice
of Borrowing or Notice of Interest Rate Election; provided that:

(a) any Interest Period (other than an Interest Period
determined pursuant to clause (b)(i) below) that would
otherwise end on a day that is not a Euro-Dollar Business Day
shall be extended to the next succeeding Euro-Dollar Business
Day; and

(b) if any Interest Period includes a date on which a
payment of principal of the Loans is required to be made under
Section 2.05 but does not end on such date, then (i) the
principal amount (if any) of each CD Loan required to be
repaid on such date shall have an Interest Period ending on
such date and (ii) the remainder (if any) of each such CD Loan
shall have an Interest Period determined as set forth above.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

"Investment" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, time deposit or otherwise.

"Issuing Bank" means Xxxxxx Guaranty Trust Company of New York in its
capacity as issuer of the Letters of Credit, and its successors in such
capacity.

"Lease Cancellation Payment" means any payment made to cancel or
terminate a lease of a facility and related property prior to the end of its
term.

"Lease Conversion" means any acquisition by the Borrower or any of its
Subsidiaries of a facility and related property that had theretofore been
leased by the Borrower or any such Subsidiary and that the Borrower or any of
its Subsidiaries continues to operate.

"Letter of Credit" means a letter of credit issued, or deemed to have
been issued, by the Issuing Bank pursuant to Section 2.07(a).

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17
"Letter of Credit Commission Rate" has the meaning set forth in
Section 2.07(f).

"Letter of Credit Commitment" means, with respect to any Bank at any
time, an amount equal to the lesser of (i) such Bank's Commitment at such time
and (ii) the product of $100,000,000 multiplied by a fraction, the numerator of
which is such Bank's Commitment at such time and the denominator of which is
the aggregate Commitments of all Banks at such time.

"Letter of Credit Exposure" means, with respect to any Bank at any
time, the sum of (i) its participation in the undrawn amount which is then, or
may thereafter become, available for drawing under each outstanding Letter of
Credit and (ii) its participation in the amount of each unpaid Reimbursement
Obligation for drawings theretofore made under any Letter of Credit.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, the
Borrower or any of its Subsidiaries shall be deemed to own subject to a Lien
any asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

"Loan" means a loan made by a Bank pursuant to Section 2.01; provided
that if any such loan or loans (or portions thereof) are combined or subdivided
pursuant to a Notice of Interest Rate Election, the term "Loan" shall refer to
the combined principal amount resulting from such combination or to each of the
separate principal amounts resulting from such subdivision, as the case may be.

"London Interbank Offered Rate" has the meaning set forth in Section
2.06(c).

"LTCB Agent" means the Agent (as defined in the LTCB Credit
Agreement).

"LTCB Collateral" means the real property and related personal
property which constitute Collateral (as defined in the LTCB Credit Agreement)
immediately prior to the Effective Date.

"LTCB Credit Agreement" means that certain Credit Agreement, dated as
of March 24, 1992, among Xxxxxxx Health, the Borrower, the lenders party
thereto

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18
(the "LTCB Lenders"), Bank of Montreal, as co-agent, and The Long-Term Credit
Bank of Japan, Ltd., Los Angeles Agency, as agent, as amended, supplemented or
modified.

"LTCB Financing Documents" means the LTCB Credit Agreement, the LTCB
Notes and the LTCB Mortgages.

"LTCB Loan" means a Loan (as defined in the LTCB Credit Agreement).

"LTCB Mortgages" means the Mortgages (as defined in the LTCB Credit
Agreement).

"LTCB Notes" means the Notes (as defined in the LTCB Credit Agreement)
in favor of the LTCB Lenders.

"Material Commitment" means an outstanding commitment by a financial
institution or a syndicate of financial institutions to provide financial
accommodations to the Borrower and/or one or more of its Subsidiaries, arising
in one or more related transactions, in an amount equal to or exceeding in the
aggregate $50,000,000.

"Material Financial Obligations" means a principal or face amount of
Debt and/or (in the case of Section 6.01(f)) payment obligations in respect of,
or (in the case of Section 6.01(g)) xxxx-to-market value of, Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries, arising in
one or more related or unrelated transactions, exceeding in the aggregate
$20,000,000.

"Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $1,000,000.

"Material Subsidiary" means, at any time, any Subsidiary of the
Borrower that at such time constitutes a "significant subsidiary" of the
Borrower within the meaning of Regulation S-X promulgated by the Securities and
Exchange Commission; provided that for purposes of this definition of the term
"Material Subsidiary" each reference to "10 percent" contained in the
definition of "significant subsidiary" set forth in Regulation S-X shall be
replaced by "5 percent".

"Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions.

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19
"Nippon" means The Nippon Credit Bank, Ltd. and its successors.

"Nippon Agent" means the Agent (as defined in the Nippon Credit
Agreement).

"Nippon Collateral" means the real property and related personal
property which constitute Collateral (as defined in the Nippon Credit
Agreement) immediately prior to the Effective Date.

"Nippon Credit Agreement" means that certain Credit Agreement, dated
as of March 2, 1993, among Xxxxxxx Health, the Borrower, the lenders party
thereto (the "Nippon Lenders") and Nippon, as agent, as amended, supplemented
or modified.

"Nippon Financing Documents" means the Nippon Credit Agreement, the
Nippon Notes and the Nippon Mortgages.

"Nippon Loan" means a Loan (as defined in the Nippon Credit
Agreement).

"Nippon Mortgages" means the Mortgages (as defined in the Nippon
Credit Agreement).

"Nippon Notes" means the Notes (as defined in the Nippon Credit
Agreement) in favor of the Nippon Lenders.

"Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay
the Loans, and "Note" means any one of such promissory notes issued hereunder.

"Notice of Borrowing" has the meaning set forth in Section 2.02.

"Notice of Interest Rate Election" has the meaning set forth in
Section 2.11(a).

"Notice of Issuance" has the meaning set forth in Section 2.07(b).

"Other Plan" means an employee pension benefit plan (other than a Plan
or a Multiemployer Plan) which is covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Internal Revenue Code.

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20
"Parent" means, with respect to any Bank, any Person controlling such
Bank.

"Participant" has the meaning set forth in Section 9.06(b).

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

"Permitted Receivables Financing Securities" means debt securities or
preferred stock issued by a Special Purpose Receivables Financing Subsidiary
pursuant to a Receivables Financing Program and borrowings by a Special Purpose
Receivables Financing Subsidiary under a related Receivables Financing Backstop
Facility.

"Permitted Preferred Stock" means preferred stock of the Borrower that
has no mandatory redemption or redemption at the option of the holder thereof
prior to the first anniversary of the Termination Date and no required increase
in the rate of dividends payable thereon prior to such first anniversary other
than increases arising from the resetting of the rate of dividends on the basis
of a reasonable market or other similar index or a market interest rate.

"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

"Pharmacy" means Pharmacy Corporation of America, a California
corporation, and its successors.

"Plan" means at any time an employee pension benefit plan (other than
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and is
maintained, or contributed to, by any member of the ERISA Group for employees
of any member of the ERISA Group.

"Pledge Agreement" means the Amended and Restated Pledge and Security
Agreement dated as of the date hereof among the Borrower, Pharmacy and the
Agent, substantially in the form of Exhibit B hereto, as the same may be
amended from time to time.

"Pledged Stock" has the meaning set forth in the Pledge Agreement.

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21
"Pricing Ratio" has the meaning set forth in the Pricing Schedule
attached hereto.

"Pricing Schedule" means Schedule I attached hereto.

"Prime Rate" means the rate of interest publicly announced by Xxxxxx
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

"Quarterly Date" means any March 31, June 30, September 30 or December
31 or, in the case of any such date that is not a Euro-Dollar Business Day, the
next preceding Euro-Dollar Business Day.

"Receivables Financing Backstop Facility" means a credit facility
entered into by a Special Purpose Receivables Financing Subsidiary for the
purposes of providing liquidity with respect to securities issued by such
Special Purpose Receivables Financing Subsidiary and of financing transactions
of the type intended to be financed with the proceeds of such securities.

"Receivables Financing Program" means a program pursuant to which a
Special Purpose Receivables Financing Subsidiary issues debt securities or
preferred stock secured by (i) Medicaid, Medicare or other patient accounts
receivable or Permitted Receivables Financing Securities purchased from the
Borrower and its Subsidiaries or (ii) security interests in Medicaid, Medicare
or other patient accounts receivable or Permitted Receivables Financing
Securities granted by the Borrower and its Subsidiaries.

"Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

"Refinanced Debt" has the meaning set forth in clause (v) of Section
5.13(a).

"Refinancing Debt" has the meaning set forth in clause (v) of Section
5.13(a).

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

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22
"Reimbursement Obligation" means an obligation of the Borrower to
reimburse the Issuing Bank pursuant to Section 2.07(d) for the amount of a
drawing under a Letter of Credit.

"Relevant Debt" has the meaning set forth in Section 9.04.

"Required Banks" means at any time Banks having at least 66 2/3% of
the aggregate Total Exposures of all Banks.

"Secured Obligations" has the meaning set forth in the Pledge
Agreement.

"Secured Parties" has the meaning set forth in the Pledge Agreement.

"Segregated Collateral Account" has the meaning set forth in the
Pledge Agreement.

"Senior Note Agreement" means that certain Indenture, dated as of
February 1, 1996, among the Borrower, the corporations listed on the signature
pages thereto and The Chase Manhattan Bank, formerly known as Chemical Bank, as
Trustee, as amended, modified or supplemented.

"Special Purpose Receivables Financing Subsidiary" means a
Wholly-Owned Subsidiary of the Borrower the sole purpose of which is to issue
debt securities and/or preferred stock and to purchase Medicare, Medicaid or
other patient accounts receivable of the Borrower and its Subsidiaries and/or
Permitted Receivables Financing Securities and make advances to the Borrower
and its Subsidiaries secured by security interests in such Medicare, Medicaid
or other patient accounts receivable and/or Permitted Receivables Financing
Securities, which accounts receivable, Permitted Receivables Financing
Securities and/or security interests therein may be pledged to secure such debt
securities and/or preferred stock and/or borrowings by such Special Purpose
Receivables Financing Subsidiary under a Receivables Financing Backstop
Facility.

"Subordinated Notes" means the Borrower's 5 1/2% Convertible
Subordinated Debentures issued from time to time in exchange for the Borrower's
$2.75 Cumulative Convertible Exchangeable Preferred Stock.

"Subsidiary" means, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person; provided that, with respect to the Borrower, Subsidiary shall not
(except for

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23
financial reporting purposes and determination of compliance with financial
covenants) include any corporations or other entities (i) which are inactive,
(ii) each of which has neither assets nor liabilities, calculated on a
consolidated basis for each such corporation or other entity, of $1,600,000 or
more and (iii) which taken together have neither aggregate assets nor aggregate
liabilities, calculated on a consolidated basis, of $3,000,000 or more.

"Subsidiary Guarantor" means, at any time, a Subsidiary of the
Borrower party to the Subsidiary Guaranty at such time.

"Subsidiary Guaranty" means the Amended and Restated Subsidiary
Guaranty dated as of the date hereof by the Borrower and the Subsidiaries of
the Borrower parties thereto in favor of the Banks, the Agent and the Issuing
Bank, substantially in the form of Exhibit C hereto, as the same may be amended
from time to time.

"Temporary Cash Investment" means any Investment in (i) direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, (ii) commercial paper
with maturities of not more than 180 days rated at least P-1 by Xxxxx'x
Investors Service, Inc. or A-1 by Standard & Poor's Ratings Group, (iii)
deposit accounts in, and certificates of deposit, repurchase agreements and
bankers' acceptances of, United States branches of commercial banks whose
unsecured senior long-term debt is rated A or better by Xxxxx'x Investors
Service, Inc. or Standard & Poor's Ratings Group, in each case maturing within
one year from the date of acquisition thereof or (iv) in addition to the
accounts and instruments referred to in clause (iii), deposit accounts and
certificates of deposit in United States branches of banks insured by the
Federal Deposit Insurance Corporation which do not aggregate more than $100,000
in any one bank.

"Termination Date" means December 31, 2001.

"Total Exposure" means, for any day and with respect to any Bank, the
greater of (x) the Commitment of such Bank and (y) the Exposure of such Bank.

"Unfunded Liabilities" means, with respect to any employee pension
benefit plan which is covered by Title IV of ERISA, or subject to the minimum
funding standards under Section 412 of the Internal Revenue Code, at any time,
the amount (if any) by which (i) the present value of all benefit liabilities
(within the meaning of Section 4001(a)(16) of ERISA) under such plan exceeds
(ii) the fair market value of all plan assets allocable to such benefit
liabilities (excluding any accrued but unpaid contributions), all determined as
of the then most recent

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valuation date for such plan in accordance with the relevant provisions of
Title IV of ERISA and regulations promulgated thereunder, but only to the
extent that such excess represents a potential liability of a member of the
ERISA Group to the PBGC or any other Person under Title IV of ERISA.

"Voting Stock" means capital stock of any class or classes (however
designated) having ordinary voting power for the election of directors of the
Borrower, other than stock having such power only by reason of the happening of
a contingency.

"Wholly-Owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the shares of Voting Stock or other ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by such Person.

"Workout Transaction" means any adjustment, renegotiation, exchange,
subordination, amendment, sale or other disposition of any note receivable,
Investment or other similar asset of the Borrower or any of its Subsidiaries,
any release, subordination, renegotiation or other adjustment or any Lien
securing any Debt or other obligation of any Person held by or owed to the
Borrower or any of its Subsidiaries, any acquisition of any asset by the
Borrower or any of its Subsidiaries or the making of any Investment by the
Borrower or any of its Subsidiaries, in each case in connection with (i) the
foreclosure, enforcement or realization by the Borrower or any such Subsidiary
on any Lien securing any Debt or other obligation of any Person held by or owed
to the Borrower or any such Subsidiary or (ii) any renegotiation, composition,
adjustment, amendment or restructuring of, or any other similar arrangement
with respect to, any such Debt or obligation, in each case in connection with
the bankruptcy, insolvency, financial distress or other similar condition of
such Person; provided that any such adjustment, renegotiation, exchange,
subordination, amendment, sale, disposition, release or acquisition or the
making of any such Investment (A) will, in the reasonable opinion of an
Authorized Financial Officer of the Borrower, in light of the circumstances
affecting the relevant obligor, be likely to maximize the amount to be realized
by the Borrower and its Subsidiaries with respect to such Debt or other
obligation or (B) is imposed on the Borrower or any of its Subsidiaries
pursuant to voting arrangements mandated by any law or contract arrangements
binding upon the Borrower or such Subsidiary.

Section 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally

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25
accepted accounting principles as in effect from time to time, applied on a
basis consistent (except for changes concurred in by the Borrower's independent
public accountants) with the Base Financials; provided that if any change in
generally accepted accounting principles after December 31, 1995 in itself
materially affects the calculation of any financial covenant in Article 5, the
Borrower may by notice to the Agent, or the Agent (at the request of the
Required Banks) may by notice to the Borrower, require that such covenant
thereafter be calculated in accordance with generally accepted accounting
principles as in effect, and applied by the Borrower, immediately before such
change in generally accepted accounting principles occurs. If such notice is
given, the compliance certificates delivered pursuant to Section 5.01(d) after
such change occurs shall be accompanied by reconciliations of the difference
between the calculation set forth therein and a calculation made in accordance
with generally accepted accounting principles as in effect from time to time
after such change occurs.

Section 1.03. Types of Loans and Borrowings. The term "Borrowing"
denotes the aggregation of Loans made to the Borrower pursuant to Article 2 on
a single date and, in the case of a Borrowing consisting of Fixed Rate Loans,
for a single Interest Period. Loans and Borrowings are distinguished by
"type". The "type" of a Loan (or a Borrowing consisting of such Loans) refers
to the pricing of the Loans, whether such Loan is a Euro-Dollar Loan, a CD Loan
or a Base Rate Loan, each of which constitutes a type.

ARTICLE 2.

The Credits

Section 2.01. The Loans. (a) Repayment of Existing Loans, Nippon
Loans and LTCB Loans. Prior to the Effective Date, each Existing Bank, Nippon
Lender and LTCB Lender has made Existing Loans, Nippon Loans and LTCB Loans,
respectively, to the Former Borrower guaranteed by the Borrower pursuant to the
Existing Credit Agreement, the Nippon Credit Agreement and the LTCB Credit
Agreement. On the Effective Date, the Former Borrower shall repay all Existing
Loans, all Nippon Loans and all LTCB Loans outstanding under the Existing
Credit Agreement, the Nippon Credit Agreement and the LTCB Credit Agreement.

(b) Loans on and after the Effective Date. Each Bank severally
agrees, on the terms and conditions set forth in this Agreement, to make loans
to the Borrower pursuant to this Section 2.01(b) from time to time from and
including the Effective Date to but excluding the Termination Date in amounts
such that such Bank's Exposure shall not exceed such Bank's Commitment. Each
Borrowing under this Section 2.01(b) shall be in an aggregate principal amount
of

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26
$1,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing
may be in the aggregate amount available under Section 3.02(b) and shall be
made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section 2.01(b), prepay loans to the extent permitted by Section 2.12, and
reborrow pursuant to this Section 2.01(b).

Section 2.02. Notice of Borrowing. The Borrower shall give the Agent
notice (a "Notice of Borrowing") not later than (x) 12:00 Noon (New York City
time) on the date of each Base Rate Borrowing, (y) 12:00 Noon (New York City
time) on the second Domestic Business Day before each CD Borrowing and (z)
12:00 Noon (New York City time) on the third Euro-Dollar Business Day before
each Euro-Dollar Borrowing, specifying:

(a) the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the
case of a Euro-Dollar Borrowing,

(b) the aggregate amount of such Borrowing,

(c) whether the Loans comprising such Borrowing are to bear
interest initially calculated on the basis of the Base Rate, a CD Rate or a
Euro-Dollar Rate,

(d) in the case of a Borrowing consisting of Fixed Rate Loans, the
duration of the Interest Period applicable thereto, subject to the provisions
of the definition of Interest Period.

Section 2.03. Notice to Banks; Funding of Loans.

(a) Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share of
such Borrowing and such Notice of Borrowing shall not thereafter be revocable
by the Borrower.

(b) Not later than 3:00 P.M. (New York City time) on the date of
each Borrowing, each Bank shall (except as provided in subsection (c) below)
make available its ratable share of such Borrowing, in Federal or other funds
immediately available in New York City, to the Agent at its address specified
in or pursuant to Section 9.01. Unless the Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the Agent
will promptly

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27
make the funds so received from the Banks available to the Borrower at the
Agent's aforesaid address.

(c) If any Bank that makes any Loan on the Effective Date is the
holder, on the Effective Date, of any Existing Loan that is to be repaid on the
Effective Date, such Bank shall apply the proceeds of its Loan to make such
repayment and only an amount equal to the difference (if any) between the
amount of the Loan being borrowed and the amount of such Existing Loan to be so
repaid shall be made available by the Bank to the Agent as provided in
subsection (b) or remitted by the Borrower to such Bank as provided in the
Existing Credit Agreement.

(d) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.03 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so
made such share available to the Agent, such Bank and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date such amount
is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate then
applicable to the Loans contained in such Borrowing pursuant to Section 2.06
and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall
repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

Section 2.04. Notes.

(a) In connection with the effectiveness of the Existing Credit
Agreement, the Former Borrower delivered to the Agent, for the account of each
Existing Bank, duly executed "Notes" substantially in the form of Exhibit A to
the Existing Credit Agreement (collectively, the "Existing Notes") to evidence
the Existing Loans of each bank under the Existing Credit Agreement. In
connection with the effectiveness of the Nippon Credit Agreement and the LTCB
Credit Agreement, the Former Borrower delivered to the Nippon Agent and the
LTCB Agent, respectively, the Nippon Notes and the LTCB Notes to evidence the
Nippon Loans and the LTCB Loans, respectively, of each bank under the Nippon
Credit Agreement and the LTCB Credit Agreement. On or prior to the Effective
Date, the Borrower shall deliver to the Agent, for the account of each Bank,
duly

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executed Notes, substantially in the form of Exhibit A hereto. On the Effective
Date, each Bank's Existing Note, Nippon Note or LTCB Note shall be
automatically canceled, and from and after the Effective Date, the Loans of
each Bank shall be evidenced by a single Note payable to the order of such Bank
for the account of its Applicable Lending Office in an amount equal to the
aggregate unpaid principal amount of such Bank's Loans. On or promptly after
the Effective Date, each Existing Bank, Nippon Lender and LTCB Lender shall
deliver to the Agent, the Nippon Agent or the LTCB Agent, as the case may be,
for delivery to the Borrower its Existing Note, Nippon Note or LTCB Note (or in
the case of loss thereof, a written agreement of indemnity by such Bank for
such loss in customary form and executed by such Bank) marked "CANCELED".

(b) Each Bank may, by notice to the Borrower and the Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of its Loans of such
type. Each such Note shall be in substantially the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it evidences solely
Loans of the relevant type. Each reference in this Agreement to the "Note" of
such Bank shall be deemed to refer to and include any or all of such Notes, as
the context may require.

(c) Upon receipt of each Bank's Note pursuant to Section 3.01(b),
the Agent shall forward such Note to such Bank. Each Bank shall record the
date, amount and type of each Loan made by it and the date and amount of each
payment of principal made by the Borrower with respect thereto, and prior to
any transfer of its Note may endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding; provided that the failure of any Bank to make
any such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or of the Borrower under the Notes. Each Bank is hereby
irrevocably authorized by the Borrower so to endorse its Note and to attach to
and make a part of its Note a continuation of any such schedule as and when
required.

Section 2.05. Maturity of Loans. Each Loan shall mature, and the
principal amount thereof shall be due and payable in full, on the Termination
Date.

Section 2.06. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from and
including the date such Loan is made to but excluding the date it becomes due,
at a rate per annum equal to the sum of the Base Rate Margin for such day plus
the Base Rate for such day. Such interest shall be payable quarterly in
arrears on each Quarterly Date and, with respect to the principal amount of any
Base Rate Loan converted

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to a Fixed Rate Loan, on each day a Base Rate Loan is so converted. Any
overdue principal of or interest on any Base Rate Loan shall bear interest,
payable on demand, for each day from and including the date upon which it
becomes due to but excluding the date upon which it is paid, at a rate per
annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.

"Base Rate Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

(b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the CD Margin for such day plus the
Adjusted CD Rate applicable to such Interest Period; provided that if any CD
Loan or any portion thereof shall, as a result of clause (2)(b)(i) of the
definition of Interest Period, have an Interest Period of less than 30 days,
such portion shall bear interest during such Interest Period at the rate
applicable to Base Rate Loans during such period. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than 90 days, at intervals of 90 days after the first day
thereof. Any overdue principal of or interest on any CD Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the sum of 2% plus (i) for each day during such Interest Period, the sum of
the CD Margin for such day plus the Adjusted CD Rate applicable to such Loan,
and (ii) for each day after the end of such Interest Period, the rate
applicable to Base Rate Loans for such day.

"CD Margin" means a rate per annum determined in accordance with the
Pricing Schedule.

The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

[ CDBR ]*

ACDR = [ -------------- ] + AR

[ 1.00 - DRP ]

ACDR = Adjusted CD Rate

CDBR = CD Base Rate

DRP = Domestic Reserve Percentage

AR = Assessment Rate

__________

* The amount in brackets being rounded upward, if necessary, to the
next higher 1/100 of 1%

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The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable)
on the first day of such Interest Period by two or more New York certificate of
deposit dealers of recognized standing for the purchase at face value from each
CD Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such
Interest Period applies and having a maturity comparable to such Interest
Period.

"Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

"Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.3(e) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States. The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.

(c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for
such day plus the Adjusted London Interbank Offered Rate applicable to such
Interest Period. Such interest shall be payable for each Interest Period on
the last day thereof and, if such Interest Period is longer than three months,
at intervals of three months after the first day thereof.

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The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means the rate per annum equal to the quotient obtained
(rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i)
the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

"Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

"Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Bank to
United States residents).

(d) Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the
date upon which it becomes due to but excluding the date upon which it is paid,
at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of
the Euro-Dollar Margin for such day plus the Adjusted London Interbank Offered
Rate applicable to such Loan at the date such payment was due and (ii) the
Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the respective rates
per annum at which one day (or, if such amount due remains unpaid more than
three Euro-Dollar Business Days, then for such other period of time not longer
than six months as the Agent may select) deposits in dollars in an amount
approximately equal to such overdue payment due to each of the Euro-Dollar
Reference Banks are offered to such

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Euro-Dollar Reference Bank in the London interbank market for the applicable
period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.01 shall exist, at a rate per annum equal to the sum of 2% plus the rate
applicable to Base Rate Loans for such day).

(e) The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
Banks by telex, cable or facsimile transmission of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

(f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Reference Banks, or if none of such quotations is
available on a timely basis, the provisions of Section 8.01 shall apply.

Section 2.07. Letters of Credit.

(a) Commitment to Issue Letters of Credit.

(i) The Borrower may from time to time request that the
Issuing Bank issue a letter of credit pursuant to which the Issuing
Bank shall be obligated to the beneficiary to pay any drawings made
thereunder and the Banks shall be obligated to the Issuing Bank to
participate ratably in such drawings in proportion to their respective
Commitments as hereinafter provided.

(ii) Subject to Section 2.07(a)(iv) below, and in
accordance with its customary procedures (to the extent such
procedures are not inconsistent with the terms of this Agreement), the
Issuing Bank agrees, on the terms and conditions set forth in this
Agreement and at the request of the Borrower, to issue Letters of
Credit for the account of the Borrower or any of its Subsidiaries from
time to time prior to the Termination Date. Each Bank agrees to
participate ratably in proportion to its Commitment in any drawings
made under each Letter of Credit.

(iii) Notwithstanding any reference in any Existing Letter
of Credit to the Existing Credit Agreement, on and as of the Effective
Date, each Existing Letter of Credit shall be deemed to be a Letter of
Credit and to have been issued pursuant to clause (ii) above on the
Effective Date.

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(iv) In addition to the conditions precedent set forth in
Article 3, the obligations of the Issuing Bank to issue Letters of
Credit pursuant to clause (ii) above are subject to the additional
conditions that:

(A) no Letter of Credit shall have an
expiry date later than one Domestic Business Day
prior to the Termination Date; provided that with
respect to a Letter of Credit issued for the purpose
of providing credit support for obligations of the
Borrower or any of its Subsidiaries in connection
with self-insurance provided by or insurance procured
on behalf of the Borrower and its Subsidiaries, it
shall not be a violation of the condition set forth
in this clause (iv) if such Letter of Credit (1) is
certified by an Authorized Officer of the Borrower to
be required by applicable insurance law or regulation
to provide, and does provide, that if there shall
occur with respect to the Issuing Bank one of the
events described in Article 17 of the 1993 revision
of the Uniform Customs and Practice for Documentary
Credits of the International Chamber of Commerce
(Publication No. 500), as the same may be revised,
amended, supplemented or superseded, the expiry date
shall be extended until not later than a specified
number of days (the "Extension Period") after the
resumption of business of the Issuing Bank following
such event and (2) provides for an expiry date prior
to the Termination Date by at least 30 days more than
the number of days included in the Extension Period;
and

(B) the fact that, immediately
after the issuance of such Letter of Credit, no
Bank's Letter of Credit Exposure will exceed such
Bank's Letter of Credit Commitment.

(b) Notice of Issuance. Except in the case of Letters of
Credit deemed, pursuant to clause (iii) of Section 2.07(a) above, to be issued
on the Effective Date, the Borrower shall give the Agent and the Issuing Bank
notice (a "Notice of Issuance") at least three Domestic Business Days before
each Letter of Credit is to be issued, specifying: (i) the date of issuance
and expiry date of such Letter of Credit, (ii) the proposed terms of such
Letter of Credit, including the face amount thereof and (iii) the transaction
that is to be supported or financed by such Letter of Credit. Upon receipt of
a Notice of Issuance, the Issuing Bank shall promptly notify each Bank and the
Agent of the contents thereof and of the amount of such

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Bank's participation in such Letter of Credit and such Notice of Issuance shall
not thereafter be revocable by the Borrower.

(i) Upon receipt from the beneficiary of any Letter of
Credit of demand for payment under such Letter of Credit, the Issuing
Bank shall determine in accordance with the terms of such Letter of
Credit whether such demand for payment should be honored.

(ii) If the Issuing Bank determines that a demand for
payment by the beneficiary of a Letter of Credit should be honored,
the Issuing Bank shall make available to the beneficiary in accordance
with the terms of such Letter of Credit the amount of the drawing
under such Letter of Credit. The Issuing Bank shall thereupon notify
the Borrower, the Agent and each Bank of the amount of such drawing
paid by it and the amount of each Bank's participation therein.

(d) Reimbursement and Other Payments by the Borrower.

(i) If any amount is drawn under any Letter of Credit,
the Borrower irrevocably and unconditionally agrees to reimburse the
Issuing Bank for all amounts paid by the Issuing Bank upon such
drawing, together with any and all reasonable charges and expenses
which any Bank or the Issuing Bank may pay or incur relative to such
drawing and interest on the amount drawn at the average rate charged
to the Issuing Bank on overnight Federal funds transactions for each
day from and including the date such amount is drawn to but excluding
the date such reimbursement payment is due and payable. Such
reimbursement payment shall be due and payable (x) not later than
12:00 Noon (New York City time) on the date the Issuing Bank notifies
the Borrower of such drawing, if such notice is given at or before
10:00 A.M. (New York City time) on such date, or (y) not later than
12:00 Noon (New York City time) on the first Domestic Business Day
succeeding the date such notice is given, if such notice is given
after 10:00 A.M. (New York City time); provided that no payment
otherwise required by this sentence to be made by the Borrower not
later than 12:00 Noon (New York City time) on any day shall be overdue
hereunder if arrangements for such payment satisfactory to the Issuing
Bank, in its sole discretion, shall have been made by the Borrower not
later than 12:00 Noon (New York City time) on such day and such
payment is actually made not later than 3:00 P.M. (New

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York City time) on such day. The Issuing Bank shall provide a copy of
any such notice to the Agent.

(ii) In addition, the Borrower agrees to pay to the
Issuing Bank (A) interest on any and all amounts unpaid by the
Borrower when due hereunder with respect to a Letter of Credit, for
each day from and including the date when such amount becomes due to
but excluding the date such amount is paid in full, whether before or
after judgment, payable on demand, at a rate per annum equal to the
sum of 2% plus the rate applicable to Base Rate Loans for such day,
and (B) upon each transfer of any Letter of Credit in accordance with
its terms, a sum equal to such amount as shall be necessary to cover
the reasonable costs and expenses of the Issuing Bank incurred in
connection with such transfer.

(iii) Each payment to be made by the Borrower pursuant to
this Section 2.07(d) shall be made, in Federal or other funds
immediately available in New York City, to the Issuing Bank at its
address referred to in or pursuant to Section 9.01.

(e) Payments by Banks with Respect to Letters of Credit.

(i) Each Bank shall make available an amount equal to its
ratable share of any drawing under a Letter of Credit, in Federal or
other funds immediately available in New York City, to the Issuing
Bank by 3:00 P.M. (New York City time) on the Domestic Business Day
following such drawing, together with interest on such amount at the
average rate charged to the Issuing Bank on overnight Federal funds
transactions on the date of such drawing as determined by the Issuing
Bank, at the Issuing Bank's address specified in or pursuant to
Section 9.01; provided that each Bank's obligation shall be reduced by
its pro rata share of any reimbursement theretofore paid by the
Borrower in respect of such drawing pursuant to Section 2.07(d)(i).
The Issuing Bank shall notify each Bank and the Agent of the amount of
such Bank's obligation in respect of any drawing under a Letter of
Credit not later than 1:00 P.M. (New York City time) on the day such
payment by such Bank is due. Each Bank shall be subrogated to the
rights of the Issuing Bank against the Borrower to the extent of all
amounts due from such Bank to the Issuing Bank, plus interest thereon,
for each day from and including the day such amount is due from such
Bank to the Issuing Bank to but excluding the day the Borrower makes
payment to the Issuing Bank pursuant to Section 2.07(d) above, whether
before or after judgment, at a rate per annum equal to the sum of 2%
plus the rate applicable to Base Rate Loans for such day.

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(ii) If any Bank fails to pay any amount required pursuant
to clause (i) of this subsection on the date on which such payment is
due, interest shall accrue on such Bank's obligation to make such
payment, for each day from and including the date such payment becomes
due to but excluding the date such Bank makes such payment, whether
before or after judgment, at a rate per annum equal to (A) in the case
of each day from and including the day such payment is due through and
including the first succeeding Domestic Business Day (and any
intervening days), the average rate charged to the Issuing Bank on
overnight Federal funds transactions for each such day as determined
by the Issuing Bank and (B) thereafter, the sum of 2% plus the rate
applicable to Base Rate Loans for such day. Any payment made by any
Bank after 3:00 P.M., New York City time, on any Domestic Business Day
shall be deemed for purposes of the preceding sentence to have been
made on the next succeeding Domestic Business Day.

(iii) If the Borrower shall reimburse the Issuing Bank for
any drawing under a Letter of Credit after the Banks shall have made
funds available to the Issuing Bank with respect to such drawing in
accordance with clause (i) of this subsection, the Issuing Bank shall
promptly upon receipt of such reimbursement distribute to each Bank
its pro rata share thereof, including interest, to the extent received
by the Issuing Bank.

(f) Letter of Credit Commission; Fronting Fee.

(i) The Borrower shall pay to the Agent for the account
of the Banks, ratably in proportion to their Commitments or, if all
Commitments have been terminated, in proportion to their Commitments
immediately before such termination, a letter of credit commission at
a rate per annum (the "Letter of Credit Commission Rate") determined
daily in accordance with the Pricing Schedule on the daily average
amount available for drawing (whether or not any conditions to drawing
can then be met) on all outstanding Letters of Credit. Such letter of
credit commission shall accrue from and including the Effective Date
to but excluding the Termination Date (or later date of expiration or
termination of the last Letter of Credit to expire or be terminated)
and shall be payable quarterly in arrears on each Quarterly Date, on
the date of termination of the Commitments in their entirety and, if
later, on the date of expiration or termination of the last Letter of
Credit to expire or be terminated.

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(ii) The Borrower agrees to pay to the Agent for the
account of the Issuing Bank a fronting fee in the amounts and at the
times previously agreed between the Borrower and the Issuing Bank.

(g) Payment upon Acceleration. If the Commitments shall be
terminated or the principal of the Notes shall become immediately due and
payable pursuant to Section 6.01, the Borrower shall pay to the Agent for
deposit in the Segregated Collateral Account an amount equal to the aggregate
amount which is then, or may thereafter become, available for drawing under all
outstanding Letters of Credit.

(h) Limited Liability of the Issuing Bank. The Borrower assumes
all risks of the acts or omissions of any beneficiary and any transferee of any
Letter of Credit with respect to its use of such Letter of Credit. The Banks,
the Issuing Bank and their respective officers, directors, employees and agents
shall not be liable or responsible for, and the obligations of each Bank to
make payments (other than obligations of such Bank resulting solely from the
gross negligence or willful misconduct of the Issuing Bank), and of the
Borrower to reimburse the Issuing Bank for payments, pursuant to this Section
shall not be excused by, any action or inaction of any Bank or the Issuing Bank
related to (i) the use which may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (ii) the
validity, sufficiency or genuineness of documents presented under any Letter of
Credit, or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged;
or (iii) payment by the Issuing Bank against presentation of documents to the
Issuing Bank which do not comply with the terms of any Letter of Credit,
including failure of any documents to bear any reference or adequate reference
to the Letter of Credit. Notwithstanding the foregoing, the Borrower shall
have a claim against the Issuing Bank, and the Issuing Bank shall be liable to
the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential, damages suffered by the Borrower which were caused by (i) the
Issuing Bank's willful misconduct or gross negligence in determining whether
documents presented under any Letter of Credit comply with the terms thereof or
(ii) the Issuing Bank's willful failure to pay under any Letter of Credit after
the presentation to the Issuing Bank by any beneficiary (or a successor
beneficiary to whom such Letter of Credit has been transferred in accordance
with its terms) of documents strictly complying with the terms and conditions
of such Letter of Credit. Subject to the preceding sentence, the Issuing Bank
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary unless any beneficiary (or a successor beneficiary
to whom such Letter of Credit has been transferred in accordance with its
terms) and

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the Borrower shall have notified the Issuing Bank that such documents do not
comply with the terms and conditions of such Letter of Credit. Each Bank
shall, ratably in accordance with its Commitment, indemnify the Issuing Bank
(to the extent not reimbursed by the Borrower) against any cost, expense
(including counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from the Issuing Bank's gross negligence or
willful misconduct) that the Issuing Bank may suffer or incur in connection
with this Agreement or any action taken or omitted by the Issuing Bank
hereunder.

Section 2.08. Fees.

(a) The Borrower shall pay to the Agent for the account of the Banks,
ratably in proportion to their Commitments, a commitment fee at a rate per
annum (the "Commitment Fee Rate") determined daily in accordance with the
Pricing Schedule on the daily average amount by which the aggregate amount of
the Commitments exceeds the aggregate Exposure. Such commitment fee shall
accrue from and including the Effective Date to but excluding the Termination
Date (or earlier date of termination of the Commitments in their entirety).

(b) On the Effective Date, the Borrower shall pay to X.X. Xxxxxx
Securities Inc., for its own account, an arrangement fee in the amount
previously agreed between the Borrower and the Agent.

(c) Accrued fees under Section 2.08(a) above shall be payable
quarterly in arrears on each Quarterly Date and upon the date of termination of
the Commitments in their entirety.

Section 2.09. Optional Termination or Reduction of Commitments.

(a) The Borrower may, upon at least three Domestic Business Days'
notice to the Agent, (i) terminate the Commitments at any time, if the
aggregate Exposures of all Banks shall be zero at the time of such termination,
or (ii) ratably reduce from time to time by an aggregate amount of $5,000,000
or any larger multiple of $1,000,000, the aggregate amount of the Commitments
in excess of the aggregate Exposures of all Banks..

(b) Each reduction of the Commitments pursuant to this Section
2.09 shall be applied ratably to the respective Commitments of all Banks.

Section 2.10. Mandatory Termination of Commitments. All
Commitments shall terminate in their entirety on the Termination Date.

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Section 2.11. Method of Electing Interest Rates. (a) The Loans
included in each Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Borrowing. Thereafter,
the Borrower may from time to time elect to change or continue the type of
interest rate borne by each Group of Loans (subject in each case to the
provisions of Article 8), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may
elect to convert such Loans to CD Loans as of any Domestic Business
Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day;

(ii) if such Loans are CD Loans, the Borrower may elect to
convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to
continue such Loans as CD Loans for an additional Interest Period, in
each case effective on the last day of the then current Interest
Period applicable to such Loans; and

(iii) if such Loans are Euro-Dollar Loans, the Borrower may
elect to convert such Loans to Base Rate Loans or CD Loans or elect to
continue such Loans as Euro-Dollar Loans for an additional Interest
Period, in each case effective on the last day of the then current
Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent not later than 12:00 Noon (New York City time) (x)
if the relevant Loans are to be converted to Domestic Loans or continued as
Domestic Loans for an additional Interest Period, the second Domestic Business
Day before such conversion or continuation is to be effective and (y) if the
relevant Loans are to be converted to Euro-Dollar Loans or continued as
Euro-Dollar Loans for an additional Interest Period, the third Euro-Dollar
Business Day before such conversion or continuation is to be effective. A
Notice of Interest Rate Election may, if it so specifies, apply to only a
portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group of Loans and (ii) the portion to which such Notice of Interest Rate
Election applies, and the remaining portion to which it does not apply, are
each at least $1,000,000 and not more than one of such portions is other than a
multiple of $1,000,000.

(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such
notice applies;

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(ii) the date on which the conversion or continuation
selected in such notice is to be effective, which shall comply with
the applicable clause of Section 2.11(a) above;

(iii) if the Loans comprising such Group are to be
converted, the new type of Loans and, if such new Loans are Fixed Rate
Loans, the duration of the initial Interest Period applicable thereto;
and

(iv) if such Loans are to be continued as Fixed Rate Loans
for an additional Interest Period, the duration of such additional
Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

(c) Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to Section 2.11(a) above, the Agent shall promptly notify
each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower. If the Borrower fails to deliver a timely Notice of
Interest Rate Election to the Agent for any Group of Fixed Rate Loans, such
Loans shall be converted into Base Rate Loans on the last day of the then
current Interest Period applicable thereto.

Section 2.12. Optional Prepayments.

(a) The Borrower may, upon notice to the Agent not later than 11:00
A.M. (New York City time) on the date of such prepayment, prepay a Group of
Base Rate Loans in whole at any time, or from time to time in part in amounts
aggregating $1,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment.

(b) The Borrower may, upon at least three Domestic Business Days'
notice to the Agent, in the case of a Group of CD Loans, or upon at least three
Euro-Dollar Business Days' notice to the Agent, in the case of a Group of
Euro-Dollar Loans, prepay the Loans comprising such Group in whole at any time,
or from time to time in part in amounts aggregating $1,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment; provided that the
Borrower shall reimburse each Bank for any loss or expense incurred by it as a
result of any such prepayment in accordance with Section 2.14.

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(c) Each prepayment of all or part of a Group of Loans pursuant to
this Section 2.12 shall be applied to prepay ratably the Loans of the several
Banks included in such Group.

(d) Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

Section 2.13. General Provisions as to Payments.

(a) The Borrower shall make each payment of principal of, and
interest on, the Loans and of commissions and fees hereunder, not later than
12:00 Noon (New York City time) on the date when due, in Federal or other funds
immediately available in New York City, to the Agent at its address referred to
in or pursuant to Section 9.01. The Agent will promptly distribute to each
Bank its ratable share of each such payment received by the Agent for the
account of the Banks. Whenever any payment of principal of, or interest on,
the Domestic Loans or of commissions or fees shall be due on a day which is not
a Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of,
or interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

(b) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from and including the date such
amount is distributed to such Bank to but excluding the date such Bank repays
such amount to the Agent, at the Federal Funds Rate.

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Section 2.14. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a Base Rate Loan (whether such payment or conversion is pursuant
to Article 2, 6 or 8 or otherwise) on any day other than the last day of an
Interest Period applicable thereto, or the last day of an applicable period
fixed pursuant to Section 2.06(d), or if the Borrower fails to borrow or prepay
any Fixed Rate Loans after notice has been given to any Bank in accordance with
Section 2.03(a) or 2.12(d), the Borrower shall reimburse each Bank within 15
days after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties or terminating, covering, reversing or closing out interest
rate swap agreements with third parties, but excluding loss of margin for the
period after any such payment or conversion or failure to borrow or prepay;
provided that such Bank shall have promptly delivered to the Borrower a
certificate as to the amount of such loss or expense (setting forth in
reasonable detail, if the Borrower so requests, the calculation thereof), which
certificate shall be conclusive in the absence of manifest error.

Section 2.15. Computation of Interest, Fees and Commissions.
Interest based on the Prime Rate hereunder shall be computed on the basis of a
year of 365 days (or 366 days in a leap year) and paid for the actual number of
days elapsed (including the first day but excluding the last day). All other
interest, fees and commissions shall be computed on the basis of a year of 360
days and paid for the actual number of days elapsed (including the first day
but excluding the last day).

Section 2.16. Withholding Tax Exemption. At least five Domestic
Business Days prior to the first date on which interest, fees or commissions
are payable hereunder for the account of any Bank, each Bank that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to each of the Borrower and the Agent (and, in the
case of any Bank with any Letter of Credit Exposure, the Issuing Bank) two duly
completed copies of United States Internal Revenue Service Form 1001 or 4224,
certifying in either case that such Bank is entitled to receive payments under
this Agreement and the Notes without deduction or withholding of any United
States federal income taxes. Each Bank which so delivers a Form 1001 or 4224
further undertakes to deliver to each of the Borrower and the Agent (and, in
the case of any Bank with any Letter of Credit Exposure, the Issuing Bank) two
additional copies of such form (or a successor form) on or before the date that
such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Agent (or, in the case of any Bank with any
Letter of Credit Exposure, the Issuing Bank),

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43
in each case certifying that such Bank is entitled to receive payments under
this Agreement and the Notes without deduction or withholding of any United
States federal income taxes, unless an event (including, without limitation,
any change in any treaty, law or regulation) has occurred prior to the date on
which any such delivery would otherwise be required which renders all such
forms inapplicable or which would prevent such Bank from duly completing and
delivering any such form with respect to it and such Bank advises the Borrower
and the Agent (and, in the case of any Bank with any Letter of Credit Exposure,
the Issuing Bank) that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.

Section 2.17. Maximum Interest Rate. (a) Nothing contained in this
Agreement or the Notes shall require the Borrower to pay interest at a rate
exceeding the maximum rate permitted by applicable law. Neither this Section
nor Section 9.08 is intended to limit the rate of interest payable for the
account of any Bank or the Issuing Bank, as the case may be, to the maximum
rate permitted by the laws of the State of New York if a higher rate is
permitted with respect to such Bank or the Issuing Bank, as the case may be, by
supervening provisions of United States federal law.

(b) If the amount of interest payable for the account of any Bank
or the Issuing Bank, as the case may be, on any date in respect of the
immediately preceding interest computation period, computed pursuant to Section
2.06 or, in the case of interest on Reimbursement Obligations or other amounts
payable in respect of Letters of Credit, Section 2.07, would exceed the maximum
amount permitted by applicable law to be charged by such Bank or the Issuing
Bank, as the case may be, the amount of interest payable for its account on
such date shall be automatically reduced to such maximum permissible amount.

(c) If the amount of interest payable for the account of any Bank
or the Issuing Bank, as the case may be, in respect of any interest computation
period is reduced pursuant to clause (b) of this Section and the amount of
interest payable for its account in respect of any subsequent interest
computation period, computed pursuant to Section 2.06 or, in the case of
interest on Reimbursement Obligations or other amounts payable in respect of
Letters of Credit, Section 2.07, would be less than the maximum permissible
amount permitted by applicable law to be charged by such Bank or the Issuing
Bank, as the case may be, then the amount of interest payable for its account
in respect of such subsequent interest computation period shall be
automatically increased to such maximum permissible amount; provided that at no
time shall the aggregate amount by which interest paid for the account of any
Bank or the Issuing Bank, as the case may be, has been increased

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pursuant to this clause (c) exceed the aggregate amount by which interest paid
for its account has theretofore been reduced pursuant to clause (b) of this
Section.

ARTICLE 3.

Conditions

Section 3.01. Effectiveness. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 9.05):

(a) receipt by the Agent of counterparts hereof signed by each of
the parties hereto (or, in the case of any such party as to which an executed
counterpart shall not have been received, receipt by the Agent in form
satisfactory to it of telegraphic, telex, facsimile transmission or other
written confirmation from such party of execution of a counterpart hereof by
such party);

(b) receipt by the Agent for the account of each Bank of a duly
executed Note dated on or before the Effective Date complying with the
provisions of Section 2.04;

(c) receipt by the Agent, with sufficient copies for each Bank, of
opinions of Weil, Gotshal & Xxxxxx LLP, special New York counsel to the
Borrower, and the Vice President and Deputy General Counsel of the Borrower,
substantially in the forms of Exhibits D and E hereto, respectively, and in
each case covering such additional matters relating to the transactions
contemplated hereby as the Agent or the Required Banks may reasonably request;

(d) receipt by the Agent, with sufficient copies for each Bank, of
an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel to the Agent,
substantially in the form of Exhibit F hereto and covering such additional
matters relating to the transactions contemplated hereby as the Agent or the
Required Banks may reasonably request;

(e) receipt by the Agent of evidence satisfactory to it that
Section 4.12 of the Senior Notes Agreement has been clarified to indicate that
an increase in the dollar amount secured by a Lien existing on the date thereof
does not cause the lien not to be a "Permitted Lien", as defined therein;

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(f) receipt by the Agent of a certificate signed by the chief
financial officer or treasurer of the Borrower to the effect set forth in
subsections (c) and (d) of Section 3.02;

(g) receipt by the Agent of duly executed counterparts of the
Pledge Agreement, together with evidence satisfactory to the Agent that the
securities required to be delivered to the Agent pursuant thereto have been so
delivered;

(h) receipt by the Agent of duly executed counterparts of the
Subsidiary Guaranty duly executed by all Subsidiary Guarantors, including
Xxxxxxx Health;

(i) receipt by the Agent of evidence satisfactory to it that such
action (including, without limitation, the filing of appropriately completed
and duly executed Uniform Commercial Code financing statements) as may be
necessary or as the Agent shall have reasonably requested to perfect the Liens
created pursuant to the Pledge Agreement shall have been taken;

(j) receipt by the Agent of evidence satisfactory to it of the
fact that all amounts payable by the Borrower to the Agent or the Banks on or
before such date shall have been paid or arrangements satisfactory to the Agent
shall have been made for such payment;

(k) the Agent shall have received a payoff letter, including an
undertaking to release all liens, executed by each mortgagee along with an
undertaking to file any document necessary to evidence and record the release
of all Liens created under the Nippon Financing Documents and the LTCB
Financing Documents;

(l) receipt by the Agent and the Issuing Bank of evidence
satisfactory to the Agent and the Issuing Bank that each Existing Letter of
Credit shall have been amended to the extent, if any, necessary to reflect the
fact that on and after the Effective Date such Letter of Credit shall be deemed
to have been issued hereunder;

(m) prior to or simultaneously with the transactions hereunder
contemplated to take place on the Effective Date, (i) all "Loans" outstanding
under the Existing Credit Agreement shall be repaid in full (with accrued
interest thereon) and (ii) all other amounts payable under the Existing Credit
Agreement , including without limitation "breakage costs" under Section 2.14
thereof, shall be paid in full;

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(n) receipt by the Agent of evidence satisfactory to it of the
termination of the commitments under the Nippon Credit Agreement and the LTCB
Credit Agreement and that the outstanding loans (together with interest
thereon) and all other amounts payable to the Nippon Lenders and the LTCB
Lenders under the Nippon Credit Agreement and the LTCB Credit Agreement as of
the Effective Date shall have been paid in full or will be paid in full with
the proceeds of a Borrowing to be made on the Effective Date;

(o) upon the effectiveness of this Agreement, the aggregate
amount of the Letter of Credit Exposures shall not exceed the aggregate amount
of the Letter of Credit Commitments; and

(p) receipt by the Agent of all documents it may reasonably
request relating to the existence of the Borrower and each of its Subsidiaries
party to any Financing Document, the corporate authority for and the validity
of the Financing Documents, and any other matters relevant hereto or thereto,
all in form and substance satisfactory to the Agent;

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than December 31, 1996. Prior to the effectiveness of this Agreement in
accordance with this Section 3.01, none of the terms and conditions of the
Existing Credit Agreement, Nippon Credit Agreement or LTCB Credit Agreement or
any Existing Financing Document, Nippon Financing Document or LTCB Financing
Document shall be amended, waived or otherwise modified by this Agreement and
all such terms and conditions shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The Agent shall promptly notify
the Borrower, the Issuing Bank and the Banks of the Effective Date, and such
notice shall be conclusive and binding on all parties hereto.

Section 3.02. Borrowings and Letter of Credit Issuances. The
obligation of any Bank to make a Loan on the occasion of any Borrowing, and the
obligation of the Issuing Bank to issue any Letter of Credit (including the
deemed issuance of the initial Letters of Credit pursuant to Section
2.07(a)(iii)), are subject to the satisfaction of the following conditions:

(a) except in the case of the deemed issuance of the initial
Letters of Credit pursuant to Section 2.07(a)(iii), receipt by the Agent of a
Notice of Borrowing or Notice of Issuance as required by Section 2.02 or
2.07(b), as the case may be;

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47
(b) in the case of any Borrowing or the issuance of a Letter of
Credit, the fact that, immediately after such Borrowing or the issuance of such
Letter of Credit, as the case may be, the aggregate Exposures of all Banks does
not exceed the aggregate Commitments of all Banks;

(c) the fact that, immediately before and after such Borrowing, or
the issuance of such Letter of Credit, as the case may be, no Default shall
have occurred and be continuing; and

(d) the fact that the representations and warranties of the
Borrower or any of its Subsidiaries contained in the Financing Documents shall
be true in all material respects on and as of the date of such Borrowing or
issuance, as the case may be.

Each Borrowing and each issuance of a Letter of Credit hereunder shall be
deemed to be a representation and warranty by the Borrower to the Agent, each
of the Banks and, in the case of an issuance of a Letter of Credit, the Issuing
Bank on the date of such Borrowing or issuance, as the case may be, as to the
facts specified in clauses (b), (c) and (d) of this Section.

ARTICLE 4.

Representations and Warranties

The Borrower hereby makes the following representations and
warranties:

Section 4.01. Corporate Existence and Power. Each of the Borrower
and its Subsidiaries party to any Financing Document is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted except where the failure to obtain such
governmental licenses, authorizations, consents and approvals would not
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries and would not in any manner draw into question the validity of any
Financing Document. The Borrower has no Subsidiaries on the Effective Date
other than those listed on Schedule IV hereto.

Section 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by each of the Borrower
and its Subsidiaries of each Financing Document to which it is a party are
within the Borrower's and each such Subsidiary's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of,

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or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
any such Subsidiary or of any agreement, judgment, injunction, order, decree or
other instrument that is material, individually or in the aggregate, and that
is binding upon the Borrower or any such Subsidiary or result in the creation
or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries (except the Liens created pursuant to the Pledge Agreement).

Section 4.03. Binding Effect; Liens of Pledge Agreement. (a) Each
Financing Document other than the Notes constitutes a valid and binding
agreement of the Borrower and each of the Subsidiaries party thereto,
enforceable against them in accordance with its terms, and the Notes, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower, enforceable against it in accordance
with their terms.

(b) The Pledge Agreement creates valid security interests in the
Collateral purported to be covered thereby, which security interests are and
will remain perfected security interests, prior to all Liens, subject, in the
case of the Pledged Stock, to the Agent's maintaining possession thereof.

Section 4.04. Financial Information; Valuations. (a) The Base
Financials, copies of which have been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of December 31, 1995 and their consolidated results of
operations and cash flows for the fiscal year of the Borrower then ended.

(b) The unaudited condensed consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of September 30, 1996 and the
related unaudited condensed consolidated statements of income and cash flows
for the nine months then ended, set forth in the Borrower's quarterly report
for the fiscal quarter ended September 30, 1996 as filed with the Securities
and Exchange Commission on Form 10-Q, a copy of which has been delivered to
each of the Banks, fairly present, in conformity with generally accepted
accounting principles applied on a basis consistent with the Base Financials,
the consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such nine month period (subject to normal year-end adjustments,
the absence of footnote disclosure and condensation pursuant to the rules of
the Securities and Exchange Commission).

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(c) Since September 30, 1996, there has been no material adverse
change in the business, financial position, results of operations or prospects
of the Borrower and its Consolidated Subsidiaries, considered as a whole.

Section 4.05. Litigation. Except as disclosed in the Borrower's 1995
Form 10-K or the Borrower's quarterly report for the fiscal quarter ended
September 30, 1996 as filed with the Securities and Exchange Commission on Form
10-Q, there is no action, suit or proceeding pending against, or to the
knowledge of the Borrower threatened against or affecting, the Borrower or any
of its Subsidiaries before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the Borrower and
its Consolidated Subsidiaries or which in any manner draws into question the
validity of any Financing Document.

Section 4.06. Compliance with ERISA. Each member of the ERISA Group
has complied with its obligations under the minimum funding standards of ERISA
and the Internal Revenue Code with respect to each Plan and is in compliance in
all material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standards under Section 412 of
the Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan, or made any
amendment to any Plan, which has resulted or could reasonably be expected to
result, prior to the first anniversary of the Termination Date, in the
imposition of a Lien or the posting of a bond or other security under Section
302(f) of ERISA or Section 401(a)(29) or 412(n) of the Internal Revenue Code,
(iii) incurred any liability under Title IV of ERISA other than a liability to
the PBGC for premiums under Section 4007 of ERISA or (iv) within the preceding
five plan years, with respect to any Other Plan, engaged in any transaction
described in Section 4069 or Section 4212(c) of ERISA.

Section 4.07. Environmental Matters. (a) In the ordinary course of
its business, the Borrower conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs. On the basis of this review, the Borrower
has reasonably concluded that Environmental Laws are unlikely to have a
material adverse effect on the business, financial condition, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

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(b) As of the Effective Date, to the knowledge of the Borrower and
its Subsidiaries no material claim, investigation or written inquiry has been
made, and the Borrower is not aware of any circumstance which would warrant or
give rise to such a claim, investigation or inquiry, with regard to the
Borrower or any of its Subsidiaries, in respect of any facility owned, or to
the knowledge of the Borrower and its Subsidiaries, leased or operated, either
now or in the past, by the Borrower or any of its Subsidiaries, under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended and in effect, or pursuant to any other Environmental Law, or by the
Environmental Protection Agency or by any state, local, municipal or foreign
enforcement agency having jurisdiction over the protection of the environment,
or by any other Person in respect of or under any Environmental Law.

Section 4.08. Taxes. United States federal income tax returns of the
Borrower and its Subsidiaries have been closed through the fiscal year ended
December 31, 1992. The Borrower and its Subsidiaries have filed all United
States federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Borrower or any of its
Subsidiaries other than any such taxes the amount or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with generally accepted accounting
principles have been established. The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate.

Section 4.09. Title to and Condition of Properties. As of the
Effective Date (a) the Borrower and its Subsidiaries have good and marketable
title to all of the properties and other assets (real or personal, tangible,
intangible or mixed) they own or purport to own and (b) all leases to which the
Borrower or any of its Subsidiaries is a party as lessee or sublessee are in
full force and effect, except for such defects in title and such invalidity or
unenforceability of leases as, in the aggregate, could not materially adversely
affect the condition (financial or otherwise), earnings, business affairs or
business prospects of the Borrower and its Subsidiaries taken as a whole.

Section 4.10. Not an Investment Company. Neither the Borrower nor
any of its Subsidiaries is an "investment company" or a company "controlled" by
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

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Section 4.11. Full Disclosure. All information heretofore furnished
in writing by the Borrower to the Agent, the Issuing Bank or any Bank or
otherwise to the Banks generally for purposes of or in connection with this
Agreement or any transaction contemplated hereby was true and accurate in all
material respects on the date as of which such information was stated or
certified. The Borrower has disclosed to the Agent, the Issuing Bank and the
Banks in writing any and all facts which materially and adversely affect, or
may so affect (to the extent the Borrower can now reasonably foresee), the
business, operations or financial condition of the Borrower and its
Consolidated Subsidiaries, taken as a whole, or the ability of the Borrower or
any of its Subsidiaries party to any of the Financing Documents to perform its
obligations under any Financing Document to which it is a party.

Section 4.12. Representations in Subsidiary Guaranty and Pledge
Agreement. Each representation and warranty contained in the Subsidiary
Guaranty or the Pledge Agreement is true and correct.

Section 4.13. Existing Letters of Credit. Schedule V hereto
identifies each Existing Letter of Credit outstanding as of November 30, 1996.

ARTICLE 5.

Covenants

The Borrower agrees that, so long as any Bank has any Commitment or
Letter of Credit Exposure hereunder or any amount payable under any Note
remains unpaid:

Section 5.01. Information. The Borrower will deliver to each of the
Banks:

(a) as soon as available and in any event within 90 days after the
end of each fiscal year of the Borrower, consolidated balance sheets of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of operations, stockholders' equity and
cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on in a manner
acceptable to the Securities and Exchange Commission by Ernst & Young LLP or
other independent public accountants of nationally recognized standing and
certified as to consistency in compliance with Section 1.02 by an Authorized
Financial Officer of the Borrower;

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(b) as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of the Borrower,
condensed consolidated balance sheets of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and the related condensed
consolidated statements of income and cash flows for such quarter and for the
portion of the Borrower's fiscal year ended at the end of such quarter, setting
forth in each case in comparative form the figures for the corresponding
quarter and the corresponding portion of the Borrower's previous fiscal year,
all certified (subject to normal year-end adjustments and condensation pursuant
to the rules of the Securities and Exchange Commission) as to fairness of
presentation and consistency in compliance with Section 1.02 by an Authorized
Financial Officer of the Borrower;

(c) as soon as available and in any event within 30 days after the
end of each calendar month, consolidated balance sheets of the Borrower and its
Consolidated Subsidiaries as of the end of such month and the related
consolidated statements of operations, stockholders' equity and cash flows for
such month and for the portion of the Borrower's fiscal year ending at the end
of such month, setting forth in each case in comparative form the figures for
the corresponding month and the corresponding portion of the Borrower's
previous fiscal year, all certified (subject to normal year-end adjustments) as
to fairness of presentation and consistency in compliance with Section 1.02 by
an Authorized Financial Officer of the Borrower;

(d) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of an
Authorized Financial Officer of the Borrower (i) setting forth in reasonable
detail the calculations required to establish whether the Borrower was in
compliance with the requirements of Sections 5.05, 5.06, 5.07, 5.09, 5.10, 5.11
and 5.13 hereof and Section 5(C) of the Pledge Agreement on the date of such
financial statements, (ii) setting forth in reasonable detail calculations of
the Pricing Ratio as at the date of the balance sheet contained therein and for
the period of four fiscal quarters ending on such date, provided that a
certificate signed by an Authorized Financial Officer of the Borrower setting
forth the information in this clause (ii) will be delivered by February 15,
1997 for the fiscal quarter ending December 31, 1996, and (iii) stating whether
any Default exists on the date of such certificate and, if any Default then
exists, setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto;

(e) promptly upon the occurrence of any Default, a certificate of
an Authorized Financial Officer of the Borrower setting forth the details
thereof and the action which the Borrower is taking or proposes to take with
respect thereto;

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(f) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

(g) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

(h) if and when any member of the ERISA Group (i) provides or is
required to provide notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has provided or is required to provide notice of any
such reportable event, a copy of the notice of such reportable event provided
or required to be provided to the PBGC; (ii) receives notice of complete or
partial withdrawal liability under Title IV of ERISA or notice that any
Multiemployer Plan is in reorganization, is insolvent or has been terminated, a
copy of such notice; (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate, impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or appoint a trustee to administer
any Plan, a copy of such notice; (iv) applies for a waiver of the minimum
funding standards under Section 412 of the Internal Revenue Code with respect
to any Plan, a copy of such application; (v) gives notice of intent to
terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and
such other information as is filed with the PBGC in connection therewith; (vi)
gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a
copy of such notice; (vii) receives notice from the PBGC or any plan
administrator of an intent to impose liability on any member of the ERISA Group
with respect to any Other Plan on account of a transaction described in Section
4069 or 4212(c) of ERISA, a copy of such notice; (viii) receives notice from
the PBGC or any plan administrator of an intent to impose liability on any
member of the ERISA Group with respect to any Other Plan on the basis that such
member of the ERISA Group is a member of the "controlled group" with respect to
such Other Plan under Section 412(c)(11) of the Internal Revenue Code or
Section 4001(a)(14) of ERISA, a copy of such notice; or (ix) fails to make any
payment or contribution to any Plan or Multiemployer Plan or makes any
amendment to any Plan which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under Section 302(f) of ERISA
or Section 401(a)(29) or 412(n) of the Internal Revenue Code, a certificate of
an Authorized Financial Officer of the Borrower setting forth all material and
relevant details as to such occurrence or event and

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the action, if any, which the Borrower, the Borrower or the applicable member
of the ERISA Group proposes or, after consultation with counsel, believes that
it is required to take; and

(i) from time to time such additional information regarding the
financial position or business of the Borrower or any of its Subsidiaries as
any Bank may reasonably request.

Section 5.02. Maintenance of Property; Insurance. (a) The Borrower
will keep, and will cause each of its Subsidiaries to keep, all property
necessary in its business in good working order and condition, ordinary wear
and tear excepted.

(b) The Borrower will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Borrower or in such Subsidiary's own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts and against at least such
risks (and with such risk retention and self insurance) as are usually insured
against in the same general area by companies of established repute engaged in
the same or a similar business at a substantial number of different facilities.
The Borrower will furnish to the Banks, upon request from the Agent,
information presented in reasonable detail as to the insurance so carried.

Section 5.03. Compliance with Laws. The Borrower will comply, and
will cause each of its Subsidiaries to comply, with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) (except (i) where the failure to so comply would not
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and its Subsidiaries and
would not in any manner draw into question the validity of any Financing
Document or (ii) where the necessity of compliance therewith is contested in
good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with generally accepted accounting principles) and
will maintain and cause each of its Subsidiaries to maintain all governmental
licenses, approvals, authorizations and consents necessary for the conduct of
the business of the Borrower and its Subsidiaries (except where the failure to
maintain such governmental licenses, approvals, authorizations and consents
would not materially adversely affect the business, consolidated financial
position or consolidated results of operations of the Borrower and its
Subsidiaries and would not in any manner draw into question the validity of any
Financing Document).

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Section 5.04. Inspection of Property, Books and Records. The
Borrower will keep, and will cause each of its Subsidiaries to keep, proper
books of record and account in which full, true and correct entries shall be
made of all dealings and transactions in relation to its business and
activities and will permit, and will cause each such Subsidiary to permit,
representatives of any Bank to visit and inspect any of its properties, to
examine and make abstracts from any of its books and records and to discuss its
affairs, finances and accounts with its officers, employees and independent
public accountants, all at such reasonable times and upon reasonable notice to
the Borrower and as often as may reasonably be desired; provided that (i)
subject to the provisions of Section 9.03(a), the Borrower shall not be
obligated to pay the expenses of the Banks' respective representatives and (ii)
the Borrower will have an opportunity to participate in any discussions that
take place between representatives of any Bank and the Borrower's independent
public accountants.

Section 5.05. Minimum Consolidated Net Worth. Consolidated Net
Worth shall be at least $715,000,000 plus 50% of the aggregate positive
Consolidated Net Income (excluding any consolidated net loss) of the Borrower
and its Consolidated Subsidiaries for each fiscal quarter ending after December
31, 1996.

Section 5.06. Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio at any date shall not be less than the ratio set forth below opposite the
period in which such date falls:

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

Effective Date through March 30, 1998 . . . . . . . . . . . . . . . . 1.15 to 1.0
March 31, 1998 through March 30, 1999 . . . . . . . . . . . . . . . . 1.25 to 1.0
March 31, 1999 through March 30, 2000 . . . . . . . . . . . . . . . . 1.35 to 1.0
March 31, 2000 through March 30, 2001 . . . . . . . . . . . . . . . . 1.45 to 1.0
March 31, 2001 and thereafter . . . . . . . . . . . . . . . . . . . . 1.50 to 1.0

Section 5.07. Adjusted Consolidated Debt Ratio. The ratio at any date
of (a) Adjusted Consolidated Debt to (b) Consolidated Net Worth shall not be
more than the ratio set forth below opposite the period in which such date
falls:

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

Effective Date through December 31, 1997 . . . . . . . . . . . . . . 2.55 to 1.0
January 1, 1998 through December 31, 1998 . . . . . . . . . . . . . . 2.45 to 1.0
January 1, 1999 through December 31, 1999 . . . . . . . . . . . . . . 2.35 to 1.0
January 1, 2000 through December 31, 2000 . . . . . . . . . . . . . . 2.25 to 1.0
January 1, 2001 and thereafter . . . . . . . . . . . . . . . . . . . 2.15 to 1.0

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Section 5.08. Ownership of Stock of Wholly-Owned Subsidiaries. The
Borrower will at all times maintain, or cause a Wholly-Owned Subsidiary of the
Borrower to maintain, ownership of 100% of each class of voting securities of,
and all other equity securities (except for directors' qualifying shares) in,
each of its Subsidiaries that shall be a Wholly-Owned Subsidiary of the
Borrower on the date hereof and each Person that shall become a Wholly-Owned
Subsidiary of the Borrower after the date hereof, except in each case (i) any
such Wholly-Owned Subsidiary (other than Pharmacy or any of its Subsidiaries)
that shall hereafter be disposed of in its entirety, consolidated or merged
with or into the Borrower or another such Wholly-Owned Subsidiary or liquidated
or (ii) any Subsidiary of Pharmacy that shall hereafter be consolidated or
merged with or into Pharmacy or any Wholly-Owned Subsidiary of Pharmacy or
liquidated, in each case in accordance with the provisions hereof.

Section 5.09. Investments. Neither the Borrower nor any of its
Subsidiaries will make or acquire after the date hereof any Investment in any
Person other than:

(a) Investments in the Borrower or in Persons that are
Subsidiaries of the Borrower on the date hereof;

(b) Investments in Persons that are (i) primarily engaged in the
health-care business and (ii) after the making of such Investment, are
Subsidiaries of the Borrower;

(d) extensions of credit or Guarantees of obligations of one or
more other Persons (other than Encore Nursing Center Partners, Ltd.-85 and
Encore Retirement Partners, Ltd.-85) as an integral part of the financing of
the acquisition, construction, equipping or improving of facilities from which
the Borrower or its Subsidiaries will provide medical or related services;

(e) other miscellaneous Investments related to the acquisition and
financing (in the ordinary course of the Borrower's business) of health-care
facilities through industrial development revenue bonds issued for the benefit
of the Borrower and its Subsidiaries;

(f) capital contributions required to be made by the Borrower to
Xxxxxxx Indemnity, Ltd. in accordance with applicable law and insurance
regulations;

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(g) stock, obligations or securities received from nursing home
patients in the ordinary course of business of the Borrower and its
Subsidiaries;

(h) negotiable instruments endorsed for deposit or collection or
similar instruments in the ordinary course of business;

(i) promissory notes and other Investments received as
consideration for facilities sold, provided that the aggregate net book value
of all outstanding Investments permitted by this clause (i) shall not, at any
time, exceed $25,000,000;

(j) Guarantees permitted by Section 5.13;

(k) any Investment made by the Borrower or any of its Subsidiaries
in connection with and as part of a Workout Transaction;

(l) Investments made by the Borrower or any of its Subsidiaries in
one or more Special Purpose Receivables Financing Subsidiaries by means of the
sale of, or the granting of security interests in, Medicare, Medicaid or other
patient accounts receivable owing to the Borrower or such Subsidiary, in either
case to such Special Purpose Receivables Financing Subsidiaries pursuant to a
Receivables Financing Program, provided that the net amount of all uncollected
accounts receivable owing to the Borrower or any of its Subsidiaries that have
been so sold or in which a security interest has been so granted shall not
exceed 200% of the aggregate principal or redemption amount of all Permitted
Receivables Financing Securities then outstanding;

(m) Investments made in Xxxxxxx Japan Corporation in an aggregate
amount outstanding at any time not to exceed $10,000,000;

(n) Investments made in Persons that are primarily engaged in the
health-care business, the consideration for which consists exclusively of
common stock of the Borrower or Permitted Preferred Stock; and

(o) any Investment not otherwise permitted by the foregoing
clauses of this Section (other than promissory notes and other Investments
received as consideration for facilities sold) in any Person engaged primarily
in the health-care business if, immediately after such Investment is made or
acquired, the

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aggregate net book value of all such Investments then held by the Borrower or
its Subsidiaries and permitted by this clause (o) does not exceed $75,000,000.

Section 5.10. Restricted Payments on Stock. Neither the Borrower nor
any of its Subsidiaries shall (x) declare or make any dividend payment or other
distribution on any capital stock of the Borrower (other than dividends payable
solely in shares of the Borrower's capital stock) or (y) declare or make any
payment on account of the purchase, redemption, retirement or acquisition of
the Borrower's capital stock; provided that, so long as at the time of and
after giving effect to any such payment no Event of Default shall have occurred
and be continuing,

(i) the Borrower may make any such payment or distribution from
the proceeds of the sale by the Borrower (other than a sale to a Subsidiary of
the Borrower) after the date hereof of its common stock,

(ii) the Borrower may make dividend payments with respect to its
preferred stock (A) from any source in an amount not to exceed $2,500,000 in
any fiscal quarter and (B) from proceeds of the sale by the Borrower (other
than a sale to a Subsidiary of the Borrower) after the date hereof of Permitted
Preferred Stock in any amount,

(iii) the Borrower may make payments on account of the purchase,
redemption, retirement or acquisition of its preferred stock from the proceeds
of the sale by the Borrower (other than a sale to a Subsidiary of the Borrower)
after the date hereof of any Permitted Preferred Stock,

(iv) the Borrower may make odd-lot repurchases of its common stock
for an aggregate consideration not exceeding $10,000 in any calendar year, and

(v) the Borrower may make any such payment or distribution if,
after giving effect thereto, the aggregate amount of all such payments or
distributions made after February 9, 1996 (including, without limitation, any
such payments or distributions permitted under subclause (ii)(A) or clause (iv)
above) does not exceed the sum of $20,000,000 plus 50% of Consolidated Net
Income for the period after December 31, 1995 through the date of such
declaration, payment or distribution.

Nothing in this Section shall prohibit the payment of any dividend or
distribution within 45 days after the declaration thereof if such declaration
was not prohibited by this Section.

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Section 5.11. Negative Pledge. (a) Neither the Borrower nor any of
its Subsidiaries will create, assume or suffer to exist any Lien on any asset
now owned or hereafter acquired by it, except:

(i) Liens existing on the Effective Date securing Debt
and other obligations outstanding on the Effective Date;

(ii) Liens created by the Pledge Agreement;

(iii) any Lien on any asset of any corporation that becomes
a Consolidated Subsidiary of the Borrower after the Effective Date
that exists at the time such corporation becomes such a Consolidated
Subsidiary and (other than in a Workout Transaction) not created in
contemplation thereof;

(iv) any Lien existing on any asset prior to the
acquisition thereof, acquired after the Effective Date by the Borrower
or a Subsidiary of the Borrower and (other than in a Workout
Transaction) not created in contemplation thereof;

(v) any Lien on any asset securing Debt or lease
obligations incurred or assumed for the purpose of financing all or
any part of the cost of acquiring or constructing such asset or
reconstructing substantially all of such asset, provided that such
Lien attaches to such asset concurrently with or within one year after
such acquisition, construction or reconstruction;

(vi) any Lien on any asset securing Debt or lease
obligations incurred or assumed for the purpose of improving or making
any addition to such asset, provided that (A) such Lien attaches to
such asset concurrently with or within one year after the completion
of the improvement thereof or addition thereto and (B) the aggregate
outstanding principal amount of all such Debt incurred after the date
hereof secured by such Liens shall not, at any time, exceed
$30,000,000;

(vii) Liens securing Debt incurred in connection with Lease
Cancellation Payments, provided that the aggregate amount of all such
Debt incurred after the date hereof secured by such Liens shall not,
at any time, exceed $20,000,000;

(viii) Liens securing industrial development revenue bonds
(or securing contingent obligations to issuers of letters of credit
issued to

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support industrial development revenue bonds) arising in connection
with the conversion of the interest rate on such bonds from floating
to long-term fixed rates or from fixed rates to other long-term fixed
rates;

(ix) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any
of the foregoing clauses of this Section, provided that the principal
amount of such Debt is not increased and such Debt is not secured by
any additional assets other than assets that relate directly to the
facility subject to the original financing;

(x) Liens on Medicare, Medicaid or other patient accounts
receivable of the Borrower or any of its Subsidiaries, or on Permitted
Receivables Financing Securities, granted to secure Permitted
Receivables Financing Securities, provided that the net amount of all
uncollected accounts receivable owing to the Borrower or any of its
Subsidiaries over which such a Lien is granted, together, without
duplication, with the net amount of all uncollected accounts
receivable owing to the Borrower or any of its Subsidiaries that are
assigned to secure such Permitted Receivables Financing Securities,
shall not exceed, at any time, 200% of the aggregate principal or
redemption amount of all Permitted Receivables Financing Securities
then outstanding;

(xi) Liens incidental to the conduct of its business or
the ownership of its assets which (A) do not secure Debt or
Derivatives Obligations and (B) do not in the aggregate materially
detract from the value of its assets or materially impair the use
thereof in the operation of its business;

(xii) Liens on cash and cash equivalents securing
Derivatives Obligations, provided that the aggregate amount of cash
and cash equivalents subject to such Liens may at no time exceed
$10,000,000;

(xiii) Liens on nursing homes and related real estate
improvements and equipment ("Mortgage Assets") given in substitution
for Liens on Mortgage Assets existing on the date hereof or for Liens
on Mortgage Assets incurred pursuant to this clause (xiii) or clause
(xiv) below, provided that the sum of (A) the excess of the Appraised
Value of all Mortgage Assets subjected to Liens pursuant to this
clause (xiii) over the Appraised Value of all such Mortgage Assets
released from Liens on or after the date hereof and (B) all Debt
incurred after the date hereof and

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secured by Liens permitted under clause (xiv) below shall not at any
time exceed $75,000,000; and

(xiv) Liens not otherwise permitted under clauses (i)
through (xiii) of this Section, provided that the sum of the amounts
set forth in subclause (A) of clause (xiii) above and the aggregate
principal amount of all Debt incurred after the date hereof and
secured by Liens permitted under this clause (xiv) shall not at any
time exceed $75,000,000.

(b) The Borrower will not permit Pharmacy or any of its
Subsidiaries to create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except (i) Liens permitted by clauses (i),
(ii), (iii), (iv), (ix) (to the extent that it relates to the extension,
renewal or refunding of Debt secured by any such Liens) and (xi) of Section
5.11(a) above, (ii) Liens on telephone, computer or other office equipment
securing indebtedness incurred to finance such equipment, provided that the
aggregate principal amount of Debt secured by Liens permitted under this clause
(ii) shall not exceed $15,000,000, and (iii) Liens not otherwise permitted
under this subsection, provided that the aggregate principal amount of all Debt
secured by Liens permitted under this clause (iii) shall not at any time exceed
$5,000,000.

Section 5.12. Consolidations, Mergers and Sales of Assets. (a)
Neither the Borrower nor any of its Subsidiaries will (i) consolidate or merge
with or into any other Person, unless the Borrower or, except in the case of a
merger or consolidation to which the Borrower is a party, a Wholly-Owned
Subsidiary of the Borrower is the surviving corporation, (ii) sell, lease or
otherwise transfer all or any substantial part of the assets of the Borrower
and its Subsidiaries, taken as a whole, to any other Person or (iii) sell,
lease, transfer or otherwise dispose of any Pledged Stock, provided that (A)
this Section shall not apply to mergers, dissolutions, reorganizations or
liquidations of Subsidiaries of the Borrower that have disposed of all or
substantially all of their assets and (B) the Borrower and its Subsidiaries
(other than Pharmacy or any of its Subsidiaries) may assign or grant security
interests in their Medicare, Medicaid or other patient accounts receivable to a
Special Purpose Receivables Financing Subsidiary to secure Permitted
Receivables Financing Securities (provided that the net amount at any time of
all uncollected accounts receivable owing to the Borrower or any of its
Subsidiaries that are so assigned or in which a security interest is so granted
shall not exceed 200% of the aggregate principal or redemption amount of all
Permitted Receivables Financing Securities then outstanding).

(b) The Borrower will not permit Pharmacy or any of its
Subsidiaries to (i) consolidate or merge with or into any other Person, unless
Pharmacy or, except

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in the case of a merger or consolidation to which Pharmacy is a party, a
Wholly-Owned Subsidiary of Pharmacy is the surviving corporation or (ii) sell,
lease or otherwise transfer all or any substantial part of its assets to any
Person other than Pharmacy or any of its Wholly-Owned Subsidiaries that is an
Issuer (as defined in the Pledge Agreement).

Section 5.13. Incurrence of Debt. (a) The Borrower will not permit
any of its Subsidiaries to incur, assume or suffer to exist any Debt, except:

(i) Debt outstanding on the date hereof and included in
the Base Financials or listed in Schedule III hereto;

(ii) Debt incurred after the date hereof in connection
with Lease Cancellation Payments, provided that the aggregate
principal amount of all such Debt outstanding at any time shall not
exceed $20,000,000;

(iii) Debt secured by a Lien permitted pursuant to clause
(iv) of Section 5.11(a);

(iv) Debt of any corporation that becomes a Consolidated
Subsidiary of the Borrower after the Effective Date that exists at the
time such corporation becomes such a Consolidated Subsidiary and
(other than in a Workout Transaction) not created in contemplation
thereof;

(v) Debt ("Refinancing Debt") incurred to refinance Debt
("Refinanced Debt") permitted under clauses (i) through (iv) above,
provided that (A) the principal amount of such Refinancing Debt shall
not exceed the principal amount of such Refinanced Debt and (B) such
Refinancing Debt shall have a weighted average life of not less than
the remaining weighted average life of such Refinanced Debt or such
Refinancing Debt shall not have any required payments of principal
prior to the first anniversary of the Termination Date;

(vi) Permitted Receivables Financing Securities, provided
that the aggregate principal and redemption amount of all Permitted
Receivables Financing Securities outstanding at any time shall not
exceed $150,000,000;

(vii) Debt incurred under the Financing Documents;

(viii) Guarantees by any Subsidiary of the Borrower of any
obligation of the Borrower or any of its other Subsidiaries that such

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guaranteeing Subsidiary would have been permitted to incur hereunder
as a primary obligation;

(ix) Debt consisting of advances from the Borrower or any
of its Subsidiaries in connection with the normal operation of the
business of the Borrower and its Subsidiaries;

(x) Debt incurred in connection with and as part of a
Workout Transaction;

(xi) Debt incurred or assumed for the purpose of financing
the cost of acquiring, constructing or improving an asset of the
Borrower or any of its Subsidiaries;

(xii) Permitted Preferred Stock; and

(xiii) Debt not otherwise permitted under clauses (i)
through (xii) of this Section, provided that the aggregate principal
amount of all Debt permitted under this clause (xiii) shall not at any
time exceed $75,000,000.

(b) The Borrower will not permit Pharmacy or any of its
Subsidiaries to incur, assume or suffer to exist Debt, except (i) Debt
permitted under clauses (i), (iii), (iv), (v) (to the extent the Refinanced
Debt referred to therein is Debt referred to in clauses (i), (iii) and (iv)),
(vii) and (ix) of subsection 5.13(a) above, (ii) Debt incurred to finance the
acquisition of telephone, computer and other office equipment, provided that
the aggregate outstanding principal amount of all Debt permitted under this
clause (ii) shall not at any time exceed $15,000,000, (iii) Guarantees by
Pharmacy or any of its Subsidiaries of any obligation of the Borrower or any of
its Subsidiaries that Pharmacy or such guaranteeing Subsidiary would have been
permitted to incur as a primary obligation under clause (i) of this subsection
(b), and (iv) Debt not otherwise permitted under this subsection (b), provided
that the aggregate outstanding principal amount of all Debt permitted under
this clause (iv) shall not at any time exceed $5,000,000.

Section 5.14. Use of Proceeds and Letters of Credit. The Letters of
Credit issued (or deemed issued), and the proceeds of the Loans made, under
this Agreement will be used for (i) the repayment or prepayment of loans made
under the Existing Credit Agreement, the Nippon Credit Agreement and the LTCB
Credit Agreement and (ii) general corporate purposes. None of such proceeds
will be used, directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of buying or carrying any "margin stock" within the
meaning of Regulation U.

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Section 5.15. Additional Subsidiary Guarantors. The Borrower agrees
to cause each Person, other than a Special Purpose Receivables Financing
Subsidiary, that shall, at any time after the date hereof, become a
Wholly-Owned Subsidiary of the Borrower to enter into the Subsidiary Guaranty.

Section 5.16. Lease Conversions. The Borrower will not, and will not
permit any of its Subsidiaries to, make any Lease Conversion in any calendar
year unless:

(i) the aggregate consideration paid or to be paid by the
Borrower and its Subsidiaries in connection with the termination of
leases or the acquisition of facilities and related property pursuant
to such Lease Conversion and all other Lease Conversions made during
such calendar year would not exceed $100,000,000; and

(ii) to the extent such Lease Conversion is financed or
will be financed with Debt of the Borrower or any of its Subsidiaries,
such Debt is incurred within one year of such Lease Conversion.

Section 5.17. Transactions with Affiliates. The Borrower will not,
after the date hereof, and will not permit any of its Subsidiaries to, after
the date hereof, enter into any transaction or arrangement with any Affiliate
(including, without limitation, the purchase from, sale to or exchange of
property with, or the rendering of any service by or for, any Affiliate),
except in the ordinary course of and pursuant to the reasonable requirements of
the Borrower's or such Subsidiary's (as the case may be) business and upon fair
and reasonable terms no less favorable to the Borrower or such Subsidiary than
would be obtained in a comparable arm's-length transaction with a Person other
than an Affiliate.

ARTICLE 6.

Defaults

Section 6.01. Events of Defaults. If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

(a) the Borrower shall fail to pay (i) on the date when due any
principal of any Loan or any Reimbursement Obligation or (ii) within five
Domestic Business Days after the date when due any interest on any Loan or
Reimbursement Obligation or any fees, commissions or other amounts payable
hereunder;

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(b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.05, 5.06, 5.07, 5.10, 5.12, 5.13, 5.14 or 5.16;

(c) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.08, 5.09, 5.11 or 5.15 for 10 days after the Borrower
shall have obtained actual knowledge of such failure or after written notice
thereof has been given to the Borrower by the Agent at the request of any Bank;

(d) the Borrower or any Subsidiary Guarantor shall fail to observe
or perform any covenant or agreement contained herein or in the Subsidiary
Guaranty (other than those covered by clause (a), (b) or (c) above) for 30 days
after written notice thereof has been given to the Borrower by the Agent at the
request of any Bank;

(e) any representation, warranty, certification or statement made
by the Borrower or any of its Subsidiaries in any Financing Document or in any
certificate, financial statement or other document delivered pursuant to any
Financing Document shall prove to have been incorrect in any material respect
when made (or deemed made);

(f) the Borrower or any of its Subsidiaries shall fail to make any
payment in respect of any Material Financial Obligations when due or, if later,
within any applicable grace period;

(g) (i) any event or condition shall occur which results in the
acceleration of the maturity, or requires the early redemption or prepayment,
of any Material Financial Obligations or any event or condition shall occur and
be continuing which enables (or, with the giving of notice or lapse of time or
both, would enable) the holder of any Material Financial Obligations or any
Person acting on such holder's behalf to accelerate the maturity, or require
the early redemption or prepayment, of such Material Financial Obligations
(unless such event or condition shall have been waived and any acceleration or
required redemption or prepayment rescinded), provided that the fact that the
interest paid on any industrial development revenue bonds ceases to be exempt
from federal income taxation shall not constitute an Event of Default under
this subsection (g) unless such industrial development revenue bonds are
accelerated, redeemed or prepaid or the aggregate principal amount of
industrial development revenue bonds subject to acceleration or early
redemption or prepayment as a result of such event or condition shall be at
least $15,000,000 or (ii) any event or condition constituting a default or
event of default under the agreement, instrument or other document relating
thereto shall occur which results in the termination of any

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Material Commitment or any such event or condition shall occur and be
continuing which enables (or with the giving of notice or lapse of time or
both, would enable) the provider of any Material Commitment or any Person
acting on such provider's behalf to require the early termination of such
Material Commitment (unless such event or condition shall have been waived and
any termination rescinded);

(h) the Borrower or any Material Subsidiary (or any combination of
Subsidiaries that, if treated as a single Subsidiary, would at such time
constitute a Material Subsidiary) shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;

(i) an involuntary case or other proceeding shall be commenced
against the Borrower or any Material Subsidiary (or any combination of
Subsidiaries that, if treated as a single Subsidiary, would at such time
constitute a Material Subsidiary) seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Material Subsidiary (or any
combination of Subsidiaries that, if treated as a single Subsidiary, would at
such time constitute a Material Subsidiary) under the federal bankruptcy laws
as now or hereafter in effect;

(j) (i) any member of the ERISA Group shall fail to pay when due
an amount or amounts aggregating in excess of $1,000,000 which it shall have
become liable to pay under Title IV of ERISA; or (ii) notice of intent to
terminate a Material Plan shall be filed under Title IV of ERISA by any member
of the ERISA Group, any plan administrator or any combination of the foregoing;
or (iii) any member of the ERISA Group has been notified in writing that the
PBGC has instituted proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or to cause a trustee to be appointed to administer any Material Plan; or (iv)
a condition shall

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exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or (v) any of the
events described in clause (iii) above shall occur with respect to any Other
Plan or Other Plans (other than a multiemployer plan within the meaning of
Section 4001(a)(3) of ERISA) (A) that have aggregate Unfunded Liabilities in
excess of $1,000,000 and (B) with respect to which either (1) one or more
members of the ERISA Group have engaged in a transaction or transactions
described in Section 4069 of ERISA or (2) one or more members of the ERISA
Group is a member of the "controlled group" under Section 412(c)(11) of the
Internal Revenue Code or Section 4001(a)(14) of ERISA; or (vi) there shall
occur a complete or partial withdrawal from, or a default, within the meaning
of Section 4219(c)(5) of ERISA, with respect to, one or more (A) multiemployer
plans, within the meaning of Section 4001(a)(3) of ERISA (which plans are not
Multiemployer Plans), with respect to which a member of the ERISA Group shall
have engaged, within the previous five plan years, in a transaction described
in Section 4212(c) of ERISA, or (B) Multiemployer Plans, which could reasonably
be expected to result in the incurrence by one or more members of the ERISA
Group of a current payment obligation in excess of $1,000,000; provided that no
Event of Default shall occur under clause (v) or (vi) if (A) the Unfunded
Liabilities of the Other Plans in respect of which events described in clause
(v) have occurred, together with the current payment obligations that could
reasonably be expected to result from complete or partial withdrawals or
defaults described in clause (vi), shall not exceed $2,500,000 and (B) each
member of the ERISA Group that could reasonably be expected to be liable for
such Unfunded Liabilities or current payment obligations is diligently
contesting, in good faith, by appropriate proceedings, the imposition of such
liabilities or obligations;

(k) the Borrower or any of the Borrower's Subsidiaries party
thereto shall fail to observe or perform any of its obligations under the
Pledge Agreement;

(l) (i) one or more judgments or orders for the payment, in the
aggregate, of money in excess of $20,000,000 shall be rendered against the
Borrower or any of its Subsidiaries and such judgments or orders shall continue
unsatisfied and unstayed for a period of 30 days or (ii) one or more judgments
or orders shall be rendered against the Borrower or any of its Subsidiaries,
which judgments or orders shall be stayed on condition that a bond or
collateral equal to or greater than, in the aggregate, $250,000,000 be posted
or provided, and such judgments or orders shall not be overturned or lifted
within a period of 10 days;

(m) any person or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the

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Securities and Exchange Commission under said Act) of 25% or more of the
outstanding shares of common stock of the Borrower; or

(n) the Pledge Agreement shall at any time after the Effective
Date, for any reason (other than solely due to actions taken by the Agent or
any Bank) fail to create perfected Liens in favor of the Secured Parties on the
Collateral, securing all of the Secured Obligations purported to be secured
thereby, subject to no other Liens other than Liens permitted under Section
5.11(a)(xi) as to which the Liens created under the Pledge Agreement have
priority;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 66 2/3% in aggregate amount of the Commitments, by notice to the
Borrower terminate the Commitments and they shall thereupon terminate, and (ii)
if requested by Banks holding more than 66 2/3% of the sum of (A) the aggregate
principal amount of the Loans and (B) the aggregate Letter of Credit Exposures,
by notice to the Borrower declare the Notes and any Reimbursement Obligations
(together with accrued interest thereon and all fees, commissions and other
amounts payable by the Borrower hereunder) to be, and the same shall thereupon
become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower;
provided that in the case of any of the Events of Default specified in clause
(h) or (i) above with respect to the Borrower, without any notice to the
Borrower or any other act by the Agent or the Banks, the Commitments shall
thereupon terminate and the Notes and any Reimbursement Obligations (together
with accrued interest thereon and all fees, commissions and other amounts
payable by the Borrower hereunder) shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

Section 6.02. Notice of Default. The Agent shall give notice to the
Borrower under Section 6.01(c) or 6.01(d) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks and the Issuing Bank
thereof.

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ARTICLE 7.

The Agent

Section 7.01. Appointment and Authorizations. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under the Financing Documents as are delegated to
the Agent by the terms thereof, together with all such powers as are reasonably
incidental thereto.

Section 7.02. Agent and Affiliates. Xxxxxx Guaranty Trust Company of
New York shall have the same rights and powers under the Financing Documents as
any other Bank and may exercise or refrain from exercising the same as though
it were not the Agent or the Issuing Bank, and Xxxxxx Guaranty Trust Company of
New York and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
affiliate of the Borrower as if it were not the Agent or the Issuing Bank
hereunder.

Section 7.03. Action by Agent. The obligations of the Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article 6.

Section 7.04. Consultation with Experts. The Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

Section 7.05. Liability of Agent. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken
or not taken by it in connection herewith (a) with the consent or at the
request of the Required Banks or (b) in the absence of its own gross negligence
or willful misconduct. Neither the Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with the Financing Documents or any borrowing or letter of credit
hereunder, (ii) the performance or observance of any of the covenants or
agreements of the Borrower or any of its Subsidiaries party to any Financing
Document, (iii) the satisfaction of any condition specified in Article 3,
except receipt of items required to be delivered to the Agent, or (iv) the
validity, effectiveness or genuineness of any Financing Document or any other
instrument or writing furnished in connection therewith. The Agent shall not
incur any liability by acting in reliance upon any

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notice, consent, certificate, statement, or other writing (which may be a bank
wire, telex, facsimile transmission or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

Section 7.06. Indemnification. Each Bank shall, ratably in
accordance with its Total Exposure, indemnify the Agent (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from the Agent's gross negligence or willful misconduct) that the Agent
may suffer or incur in connection with any Financing Document or any action
taken or omitted by the Agent hereunder or thereunder.

Section 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent, the Issuing Bank or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Bank also acknowledges that it will, independently and without
reliance upon the Agent, the Issuing Bank or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action under this
Agreement.

Section 7.08. Successor Agent. The Agent may resign at any time,
effective upon the appointment of a successor Agent and such successor Agent's
acceptance of such appointment, by giving written notice thereof to the Banks,
the Issuing Bank and the Borrower. Upon the giving of any such notice of
resignation, the Required Banks (with, unless an Event of Default shall have
occurred and be continuing, the written consent of the Borrower (which shall
not be unreasonably withheld)) shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30 days after the
retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$1,000,000,000. Upon the acceptance of its appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After the
effectiveness of any retiring Agent's resignation hereunder as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent.

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Section 7.09. Agent's Fee. The Borrower shall pay to the Agent for
its own account fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.

ARTICLE 8.

Change in Circumstances

Section 8.01. Basis for Determining Interest Rate Inadequate or
Unfair. If on or prior to the first day of any Interest Period for any Fixed
Rate Loan:

(a) the Agent is advised by the Reference Banks that deposits in
dollars (in the applicable amounts) are not being offered to the Reference
Banks in the relevant market for such Interest Period, or

(b) Banks having 50% or more of the aggregate principal amount of
the affected Loans advise the Agent that the Adjusted CD Rate or the Adjusted
London Interbank Offered Rate, as the case may be, as determined by the Agent
will not adequately and fairly reflect the cost to such Banks of funding their
CD Loans or Euro-Dollar Loans, as the case may be, for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make CD Loans or Euro-Dollar Loans, as the case may be, or to convert
outstanding Loans into CD Loans or Euro-Dollar Loans shall be suspended and
(ii) each outstanding CD Loan or Euro-Dollar Loan shall be converted into a
Base Rate Loan on the last day of the then current Interest Period applicable
thereto. Unless the Borrower notifies the Agent at least two Domestic Business
Days before the date of any Fixed Rate Borrowing for which a Notice of
Borrowing has previously been given that it elects not to borrow on such date,
such Borrowing shall instead be made as a Base Rate Borrowing.

Section 8.02. Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar
Lending Office) to make, maintain or fund its Euro-Dollar Loans and such Bank
shall so notify the Agent, the Agent shall forthwith give notice thereof to the
other Banks and the Borrower,

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whereupon until such Bank notifies the Borrower and the Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans, or to convert outstanding Domestic Loans
into Euro-Dollar Loans, shall be suspended. Before giving any notice to the
Agent pursuant to this Section, such Bank shall designate a different
Euro-Dollar Lending Office if such designation will avoid the need for giving
such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan
of such Bank then outstanding shall be converted to a Base Rate Loan either (a)
on the last day of the then current Interest Period applicable to such
Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund such
Loan to such day or (b) immediately if such Bank shall determine that it may
not lawfully continue to maintain and fund such Loan to such day.

Section 8.03. Increased Cost and Reduced Return.

(a) If on or after the date hereof the adoption of any applicable
law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:

(i) shall subject any Bank (or its Applicable Lending
Office) to any tax, duty or other charge with respect to its Fixed
Rate Loans, its Note or its obligation to make Fixed Rate Loans, or
shall change the basis of taxation of payments to any Bank (or its
Applicable Lending Office) of the principal of or interest on its
Fixed Rate Loans or any other amounts due under this Agreement in
respect of its Fixed Rate Loans or its obligation to make Fixed Rate
Loans (except for changes in the rate of tax on the overall net income
of such Bank or its Applicable Lending Office imposed by the
jurisdiction in which such Bank's principal executive office or
Applicable Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal
Reserve System, but excluding (A) with respect to any CD Loan any such
requirement included in an applicable Domestic Reserve Percentage or
Assessment Rate and (B) with respect to any Euro-Dollar Loan any such
requirement included in a Euro-Dollar Reserve Percentage) against
assets

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of, deposits with or for the account of, or credit extended by, any
Bank (or its Applicable Lending Office) or shall impose on any Bank
(or its Applicable Lending Office) or on the United States market for
certificates of deposit or the London interbank market any other
condition affecting its Fixed Rate Loans, its Note or its obligation
to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or
to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Bank to be material, then, within 15 days
after demand by such Bank (with a copy to the Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

(b) If, after the date hereof, the adoption of any applicable law,
rule or regulation, or any change therein, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by the Issuing Bank or any Bank with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall either (i) impose, modify or deem applicable any
reserve, special deposit or similar requirement (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System) against letters of credit issued by the Issuing Bank or participations
in letters of credit by any Bank or (ii) impose on the Issuing Bank or any Bank
any other condition (including, without limitation, any assessment for federal
deposit insurance) regarding any Letter of Credit, the Issuing Bank's
obligation to issue any Letter of Credit or any Bank's obligation to pay the
Issuing Bank its ratable share of any drawing under any Letter of Credit, and
the result of any event referred to in clause (i) or (ii) of this subsection is
to increase the cost to the Issuing Bank or such Bank of issuing or maintaining
any Letter of Credit or participating therein or making any payment under any
Letter of Credit (which increase in cost shall be determined on the basis of
the Issuing Bank's or such Bank's reasonable allocation of the aggregate of
such cost increases resulting from such events), then, within 15 days after
demand by the Issuing Bank or such Bank (with a copy to the Agent), the
Borrower shall pay to the Issuing Bank or such Bank such additional amount or
amounts as will compensate the Issuing Bank or such Bank for such increased
cost.

(c) If any Bank shall have determined that, after the date hereof,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof

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by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on capital of such Bank (or its Parent) as a
consequence of such Bank's obligations hereunder or under or with respect to
the Letters of Credit (including any participation therein) to a level below
that which such Bank (or its Parent) could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within 15 days after demand by such Bank (with a copy
to the Agent), the Borrower shall pay to such Bank such additional amount or
amounts as will compensate such Bank (or its Parent) for such reduction.

(d) Each of the Issuing Bank and the Banks will promptly notify
the Borrower and the Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to compensation pursuant to
this Section. Each Bank will designate a different Applicable Lending Office
if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in its judgment, be otherwise disadvantageous to it.
A certificate of the Issuing Bank or any Bank claiming compensation under this
Section and setting forth in reasonable detail an explanation of the basis for
requesting such compensation and stating the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Issuing Bank or such Bank may use any reasonable
averaging and attribution methods.

Section 8.04. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03(a) with respect to its CD Loans or Euro-Dollar
Loans or its obligation to make CD Loans or Euro-Dollar Loans and the Borrower
shall, by at least five Euro-Dollar Business Days' prior notice to such Bank
through the Agent, have elected that the provisions of this Section shall apply
to such Bank, then, unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer apply:

(a) all Loans which would otherwise be made by such Bank as (or
continued as or converted to) CD Loans or Euro-Dollar Loans, as the case may
be, shall instead be made as (or continued as or, effective (i) on the last day
of the then current Interest Period applicable thereto unless clause (b) of the
last

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sentence of Section 8.02 shall apply or (ii) immediately upon the giving of
notice referred to in such sentence if such clause (b) shall apply, converted
to) Base Rate Loans (on which interest and principal shall be payable
contemporaneously with the related Fixed Rate Loans of the other Banks), and

(b) after each of its CD Loans or Euro-Dollar Loans, as the case
may be, has been repaid (or converted to a Base Rate Loan), all payments of
principal which would otherwise be applied to repay such Fixed Rate Loans shall
be applied to repay its Base Rate Loans instead.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a CD Loan or a Euro-Dollar Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable to the related CD
Loans or Euro-Dollar Loans of the other Banks.

ARTICLE 9.

Miscellaneous

Section 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:
(x) in the case of the Borrower, the Issuing Bank or the Agent, at its address
or telex or facsimile transmission number set forth on the signature pages
hereof, (y) in the case of any Bank, at its address or telex or facsimile
transmission number set forth in its Administrative Questionnaire or (z) in the
case of any party, at such other address or telex or facsimile transmission
number as such party may hereafter specify for the purpose by notice to the
Agent and the Borrower. Each such notice, request or other communication shall
be effective (i) if given by telex, when such telex is transmitted to the telex
number specified in or pursuant to this Section and the appropriate answerback
is received, (ii) if given by facsimile transmission, when such facsimile is
transmitted to the facsimile transmission number specified in or pursuant to
this Section and telephonic confirmation of receipt thereof is received, (iii)
if given by mail, 72 hours after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid or (iv) if given by
any other means, when delivered at the address specified in or pursuant to this
Section; provided that notices to the Agent or the Issuing Bank under Article 2
or Article 8 shall not be effective until received.

Section 9.02. No Waivers. No failure or delay by the Agent, the
Issuing Bank or any Bank in exercising any right, power or privilege under any
Financing Document shall operate as a waiver thereof nor shall any single or
partial exercise

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thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.03. Expenses; Documentary Taxes; Indemnification. (a) The
Borrower shall pay (i) all out-of-pocket expenses of the Agent and the Issuing
Bank, including reasonable fees and disbursements of any special counsel to the
Agent, in connection with the preparation of the Financing Documents, any
waiver or consent thereunder or any amendment thereof or any Default or alleged
Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket
expenses incurred by the Agent, the Issuing Bank or any Bank, including
reasonable fees and disbursements of counsel, including in-house counsel, in
connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom. The Borrower shall
indemnify each Bank, the Agent and the Issuing Bank against (A) any transfer
taxes, documentary taxes, assessments or charges made by any governmental
authority by reason of the execution and delivery of the Financing Documents
and (B) all costs, expenses and taxes, assessments or other charges incurred in
connection with any filing, registration, recording or perfection of any Lien
contemplated by any of the Financing Documents or any document referred to
therein or the filing or recording of any termination statement with respect to
the release of any Lien on any Collateral.

(b) The Borrower agrees to indemnify the Agent, each Bank and the
Issuing Bank and hold the Agent, each Bank and the Issuing Bank harmless from
and against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by the Agent, any Bank or the Issuing Bank in
connection with any investigative, administrative or judicial proceeding
(whether or not the Agent, such Bank or the Issuing Bank shall be designated a
party thereto) relating to or arising out of the Financing Documents or any
actual or proposed use of Letters of Credit or proceeds of Loans hereunder;
provided that neither the Agent nor the Issuing Bank or any Bank shall have the
right to be indemnified hereunder for its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

Section 9.04. Sharing of Set-Offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to any Note held by it and its participation in any Reimbursement
Obligation and interest (if any) thereon (collectively, its "Relevant Debt")
which is greater than the proportion received by any other Bank in respect of
the Relevant Debt of such

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other Bank, the Bank receiving such proportionately greater payment shall
purchase such participations in the Relevant Debt of the other Banks, and such
other adjustments shall be made, as may be required so that all such payments
with respect to the Relevant Debt of the Banks shall be shared by the Banks pro
rata; provided that nothing in this Section shall impair the right of any Bank
to exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the Borrower
other than its Relevant Debt. The Borrower agrees, to the fullest extent it
may effectively do so under applicable law, that any holder of a participation
in a Note or Reimbursement Obligation, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and
other rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

Section 9.05. Amendments and Waivers. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Issuing Bank or the Agent are affected thereby, by the
Agent or the Issuing Bank, as the case may be); provided that no such amendment
or waiver shall, unless signed by all the Banks, (i) increase or decrease any
Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation, (ii) reduce the
principal of or the rate of interest on any Loan or Reimbursement Obligation or
any commissions or fees hereunder, (iii) postpone the date fixed pursuant to
Section 2.05, 2.06, 2.07, 2.08 or 2.10 for any payment of principal of or
interest on any Loan or Reimbursement Obligation or any commissions or fees
hereunder or for the termination of any Commitment, (iv) agree to release all
or substantially all of the Collateral, (v) release any Material Subsidiary
from its obligations under the Subsidiary Guaranty (other than pursuant to the
terms thereof) or (vi) change the percentage of the Commitments, the aggregate
unpaid principal amount of the Notes or the Loans or of the aggregate Letter of
Credit Exposures, or the number of Banks, which shall be required for the Banks
or any of them to take any action under this Section or any other provision of
this Agreement.

Section 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of all Banks.

72
78
(b) Any Bank may, without the consent of the Borrower, the Agent
or the Issuing Bank, upon notice to the Borrower, the Agent and, if any
participating interest in any Letter of Credit or Commitment is to be so
granted, the Issuing Bank, grant to one or more banks or other institutions
(each a "Participant") participating interests in its Commitments or any or all
of its Loans or its participations in Letters of Credit; provided that each
participating interest shall represent an aggregate interest therein of at
least $1,000,000. In the event of any such grant by a Bank of a participating
interest to a Participant, whether or not upon notice to the Borrower, the
Agent and the Issuing Bank, such Bank shall remain responsible for the
performance of its obligations hereunder, and the Borrower, the Agent and the
Issuing Bank shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such participation agreement may
provide that such Bank will not agree to any modification, amendment or waiver
of this Agreement described in clause (i), (ii) or (iii) of Section 9.05
without the consent of the Participant. The Borrower agrees that each
Participant shall, to the extent provided in its participation agreement, be
entitled to the benefits of Article 8 with respect to its participating
interest. An assignment or other transfer which is not permitted by Section
9.06(c) or (d) below shall be given effect for purposes of this Agreement only
to the extent of a participating interest granted in accordance with this
subsection (b).

(c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part of all, of its
rights and obligations under this Agreement and the Notes, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Assumption Agreement in substantially the form of Exhibit G hereto executed by
such Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Borrower, which shall not be unreasonably withheld, the Agent
and, if any participation in any Letter of Credit or Commitment is to be
assigned, the Issuing Bank; provided that if an Assignee is, prior to such
assignment, a Bank or an affiliate of a Bank, no such consent shall be
required; and provided further that, (i) unless the Loans, Commitments and
participations in Letters of Credit assigned shall constitute all Loans,
Commitments and participations in Letters of Credit of such assignor Bank, the
aggregate principal amount of the Loans, Commitments and participations in
Letters of Credit assigned shall not be less than $10,000,000 and (ii) any such
assignment shall include a pro rata portion of the assigning Bank's Commitment,
Loans and participations in Letters of Credit. Upon the

73
79
execution and delivery of such instrument, payment by such Assignee to such
transferor Bank of an amount equal to the purchase price agreed between such
transferor Bank and such Assignee and delivery of notice to the Borrower, such
Assignee shall be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with Commitments as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any
party shall be required. Upon the consummation of any assignment pursuant to
this subsection (c), the transferor Bank, the Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In connection with any such assignment, the transferor Bank shall
pay to the Agent an administrative fee for processing such assignment in the
amount of $2,500; provided that no such fee shall be required if the Assignee
is, prior to any such assignment, an affiliate of such Bank. If the Assignee
is not incorporated under the laws of the United States of America or a state
thereof, it shall, prior to the first date on which interest, fees or
commissions are payable hereunder for its account, deliver to the Borrower and
the Agent (and, in the case of any such Assignee to whom any Letter of Credit
Exposure or Commitment has been assigned, the Issuing Bank) certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 2.16.

(d) Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank. No such
assignment shall release the transferor Bank from its obligations hereunder.

(e) No Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Section 8.03 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02 or 8.03 requiring such
Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

Section 9.07. Margin Stock. Each of the Banks represents to the
Agent, the Issuing Bank and each of the other Banks that it in good faith is
not relying upon any "margin stock" (as defined in Regulation U) as collateral
in the extension or maintenance of the credit provided for in this Agreement.

Section 9.08. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS
AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF

74
80
NEW YORK. THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

Section 9.09. Consent to Execution and Delivery of Certain Financing
Documents. The Issuing Bank, the Agent and the Banks each consents and agrees
to the terms of the Pledge Agreement and the Subsidiary Guaranty.

Section 9.10. Counterparts; Integration. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement, the Subsidiary Guaranty and the Pledge Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof.

Section 9.11. Confidentiality. Each Bank agrees not to disclose to
any Person other than the Agent or another Bank any information delivered or
made available by the Borrower or any of its Subsidiaries to it and indicated
in writing as confidential; provided that nothing herein shall prevent any Bank
from disclosing such information (a) to any other Person who is a director,
officer or employee of such Bank or any of its affiliates if reasonably
incidental to the administration of the Loans, (b) upon the order of any court
or administrative agency, (c) upon the request or demand of, or pursuant to any
regulation of, any regulatory agency or authority, (d) which had been publicly
disclosed other than as a result of a disclosure by the Agent or any Bank
prohibited by this Agreement, (e) in connection with any litigation related to
the transactions contemplated by the Financing Documents to which the Agent,
any Bank or its subsidiaries or parent may be a party, (f) to the extent
reasonably required in connection with the exercise of any remedy hereunder,
(g) to such Bank's or Agent's legal counsel or independent auditors, and (h) to
any actual or proposed Assignee or Participant of

75
81
all or part of its rights hereunder provided that such actual or proposed
Assignee or Participant agrees in writing to be bound by the provisions of this
Section.

Section 9.12. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT,
THE ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE
FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

76
82
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

THE BORROWER
------------

XXXXXXX ENTERPRISES
By: /s/ Xxxxxxxx Xxxxxxxxxxxxx Xx.
---------------------------------
Title: Senior Vice President and Treasurer
0000 Xxxxxx Xxxxxx, Xxxxx 00-X
Xxxx Xxxxx, Xxxxxxxx 00000-0000
Attention: Chief Financial Officer
Telephone number: (000) 000-0000
Facsimile transmission number: (000) 000-0000

BANKS
-----

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK

By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President

THE CHASE MANHATTAN BANK

By: /s/ Xxxx Xxx Xxx
-----------------------------------
Title: Vice President

BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION

By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Title: Managing Director

00
XXX XXXX XX XXX XXXX

By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Title: Assistant Vice President

THE BANK OF NOVA SCOTIA

By: /s/ Xxxx Xxxxxxx
-------------------------------------
Title: Relationship Manager

THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY

By: /s/ Xxxxxxx Xxxx
---------------------------------------
Title: Joint General Manager

NATIONSBANK OF TEXAS, N.A.

By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Title: Vice President

THE NIPPON CREDIT BANK, LTD.,
LOS ANGELES AGENCY

By: /s/ Xxxxxxxx X. Xxxxxx-Xxxxxxxx
--------------------------------
Title: Vice President & Senior Manager

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Title: AVP
84
BANK OF MONTREAL

By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Director

BANK OF HAWAII

By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Vice President

BHF - BANK AKTIENGESELLSCHAFT

By: /s/ Xxxx Xxxxxxx
------------------------------------------
Title: Vice President

By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Vice President

UNITED STATES NATIONAL BANK OF
OREGON

By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
85
AGENT
-----

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent

By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone number: (000) 000-0000
Telex number: 177615
Facsimile transmission number: (000) 000-0000

ISSUING BANK
------------

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Issuing Bank

By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Title: Vice President
c/o X.X. Xxxxxx Services Inc.
X.X. Xxx 0000
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attention: International Trade Services Standby Unit
Telephone number: (000) 000-0000
Facsimile transmission number: (000) 000-0000

86
SCHEDULE I

PRICING SCHEDULE

The "Euro-Dollar Margin", "CD Margin", "Base Rate Margin", "Letter of
Credit Commission Rate" and "Commitment Fee Rate" for any day are the
respective rates per annum set forth below in the applicable row in the column
corresponding to the Pricing Level that applies on such day:

Level I Level II Level III Level IV Level V

Euro-Dollar Margin 0.500% 0.750% 0.875% 1.125% 1.500%

CD Margin 0.625% 0.875% 1.000% 1.250% 1.625%

Base Rate Margin 0.000% 0.000% 0.000% 0.500% 1.000%
Letter of Credit Commission
Rate 0.500% 0.750% 0.875% 1.125% 1.500%

Commitment Fee Rate 0.175% 0.200% 0.225% 0.275% 0.350%

For purposes of this Pricing Schedule, the following terms have the
following meanings:

"Pricing Ratio" means the ratio of Consolidated EBITDAR to the sum of
Consolidated Interest Charges and Consolidated Rental Expense.

"Level I Pricing" applies on any day after December 31, 1996 if, as of
the last day of the fiscal quarter of the Borrower most recently ended on or
prior to such day and, except in respect of the fiscal quarter ending December
31, 1996, as to which the Borrower shall have delivered, or been required to
deliver, on or prior to such day a certificate pursuant to Section 5.01(d), the
Pricing Ratio is greater than 2.50 to 1.0.

"Level II Pricing" applies on any day after December 31, 1996 if, as
of the last day of the fiscal quarter of the Borrower most recently ended on or
prior to such day and, except in respect of the fiscal quarter ending December
31, 1996, as to which the Borrower shall have delivered, or been required to
deliver, on or prior to such day a certificate pursuant to Section 5.01(d), (i)
the Pricing Ratio is greater than 2.25 to 1.0 and (ii) Level I Pricing does not
apply.
87
"Level III Pricing" applies on any day (a) from and including the
Effective Date to and including December 31, 1996 and (b) if, as of the last
day of the fiscal quarter of the Borrower most recently ended on or prior to
such day and, except in respect of the fiscal quarter ending December 31, 1996,
as to which the Borrower shall have delivered, or been required to deliver, on
or prior to such day a certificate pursuant to Section 5.01(d), (i) the Pricing
Ratio is greater than 2.00 to 1.0 and (ii) neither Level I Pricing nor Level II
Pricing applies.

"Level IV Pricing" applies on any day if, as of the last day of the
fiscal quarter of the Borrower most recently ended on or prior to such day and,
except in respect of the fiscal quarter ending December 31, 1996, as to which
the Borrower shall have delivered, or been required to deliver, on or prior to
such day a certificate pursuant to Section 5.01(d), (i) the Pricing Ratio is
greater than 1.75 to 1.0 and (ii) none of Level I Pricing, Level II Pricing or
Level III Pricing applies.

"Level V Pricing" applies on any day if, on such day, no other Pricing
Level applies.

"Pricing Level" means any one of the five pricing levels denominated
Level I Pricing, Level II Pricing, Level III Pricing, Level IV Pricing or Level
V Pricing.

2
88

SCHEDULE II

COMMITMENT SCHEDULE

Bank Commitments
---- -----------

Xxxxxx Guaranty Trust Company of New York $40,000,000

The Chase Manhattan Bank $36,400,000

Bank of America National Trust & Savings Association $33,100,000

The Bank of New York $33,100,000

The Bank of Nova Scotia $33,100,000

The Long-Term Credit Bank of Japan, Ltd., Los Angeles
Agency $33,100,000

NationsBank of Texas, N.A. $33,100,000

The Nippon Credit Bank, Ltd., Los Angeles Agency $33,100,000

PNC Bank, National Association $30,000,000

Bank of Montreal $25,000,000

Bank of Hawaii $15,000,000

BHF - BANK Aktiengesellschaft $15,000,000

United States National Bank of Oregon $15,000,000
===========

Total $375,000,000

SCHEDULE III

EXISTING SUBSIDIARY DEBT(1)

TYPE BALANCE
@ NOVEMBER 30, 1996

NOTES & MORTGAGES $163,210,500

TAX EXEMPT BONDS $204,125,000

MIFA TAXABLE BONDS $ 25,000,000

9% SENIOR NOTES $180,000,000

XXXXXX TERM LOAN - A (2)(2) $ 56,222,000

XXXXXX TERM LOAN - B (2) $ 23,000,000

MEDIUM TERM NOTES $ 50,000,000

LTCB TERM LOAN (2) $ 27,000,000

ATRS NOTES $ 22,821,000

BANK UNITED $ 19,872,500

NIPPON TERM LOAN (2) $ 11,250,000

DEPOSIT GUARANTY LOAN $ 10,500,000

7 5/8% CONV. SUBORDINATED XXX. $ 67,924,000

ZERO COUPON NOTES $ 1,164,000

CAPITAL LEASES $ 27,073,000

TOTAL $889,162,000

__________________________________

(1) Including debt guaranteed by Subsidiaries

(2) (2) indicated loans to be repaid on Closing Date

2
90
SCHEDULE IV

SUBSIDIARIES OF THE BORROWER

A.B.C. Health Equipment Corp.

AdviNet, Inc.

AGI-Camelot, Inc.

AGI-XxXxxxxx County Health Care, Inc.

Alliance Health Services, Inc.

Alliance Home Health Care, Inc.

Amco Medical Service, Inc.

American Transitional Care Centers of Texas, Inc.

American Transitional Care Dallas - Ft. Worth, Inc.

American Transitional Hospitals, Inc.

American Transitional Hospitals of Indiana, Inc.

American Transitional Hospitals of Oklahoma, Inc.

American Transitional Hospitals of Tennessee, Inc.

American Transitional Hospitals -- Texas Medical Center, Inc.

ATH -- Clear Lake, Inc.

ATH Columbus, Inc.

ATH Del Oro, Inc.

ATH Heights, Inc.

ATH Oklahoma City, Inc.

ATH Tucson, Inc.

Xxxxxxx - Xxxxx Vista Holding, Inc.

Xxxxxxx - Missouri Valley Holding, Inc.

Xxxxxxx - Rapid City Holding, Inc.

Xxxxxxx Acquisition Corporation

Xxxxxxx Assisted Living, Inc.

Xxxxxxx Health and Rehabilitation Services, Inc.

Xxxxxxx Enterprises - Alabama, Inc.

Xxxxxxx Enterprises - Arizona, Inc.

Xxxxxxx Enterprises - Arkansas, Inc.

Xxxxxxx Enterprises - California, Inc.

Xxxxxxx Enterprises - Colorado, Inc.

Xxxxxxx Enterprises - Connecticut, Inc.

Xxxxxxx Enterprises - Delaware, Inc.

Xxxxxxx Enterprises - Distribution Services, Inc.

Xxxxxxx Enterprises - District of Columbia, Inc.

Xxxxxxx Enterprises - Florida, Inc.

Xxxxxxx Enterprises - Garden Terrace, Inc.

Xxxxxxx Enterprises - Georgia, Inc.
91
Xxxxxxx Enterprises - Hawaii, Inc.

Xxxxxxx Enterprises - Idaho, Inc.

Xxxxxxx Enterprises - Illinois, Inc.

Xxxxxxx Enterprises - Indiana, Inc.

Xxxxxxx Enterprises - Iowa, Inc.

Xxxxxxx Enterprises - Kansas, Inc.

Xxxxxxx Enterprises - Kentucky, Inc.

Xxxxxxx Enterprises - Louisiana, Inc.

Xxxxxxx Enterprises - Maine, Inc.

Xxxxxxx Enterprises - Maryland, Inc.

Xxxxxxx Enterprises - Massachusetts, Inc.

Xxxxxxx Enterprises - Michigan, Inc.

Xxxxxxx Enterprises - Minnesota, Inc.

Xxxxxxx Enterprises - Mississippi, Inc.

Xxxxxxx Enterprises - Missouri, Inc.

Xxxxxxx Enterprises - Montana, Inc.

Xxxxxxx Enterprises - Nebraska, Inc.

Xxxxxxx Enterprises - Nevada, Inc.

Xxxxxxx Enterprises - New Hampshire, Inc.

Xxxxxxx Enterprises - New Jersey, Inc.

Xxxxxxx Enterprises - New Mexico, Inc.

Xxxxxxx Enterprises - North Carolina, Inc.

Xxxxxxx Enterprises - North Dakota, Inc.

Xxxxxxx Enterprises - Ohio, Inc.

Xxxxxxx Enterprises - Oklahoma, Inc.

Xxxxxxx Enterprises - Oregon, Inc.

Xxxxxxx Enterprises - Pennsylvania, Inc.

Xxxxxxx Enterprises - Rhode Island, Inc.

Xxxxxxx Enterprises - South Carolina, Inc.

Xxxxxxx Enterprises - Tennessee, Inc.

Xxxxxxx Enterprises - Texas, Inc.

Xxxxxxx Enterprises - Utah, Inc.

Xxxxxxx Enterprises - Vermont, Inc.

Xxxxxxx Enterprises - Virginia, Inc.

Xxxxxxx Enterprises - Washington, Inc.

Xxxxxxx Enterprises - West Virginia, Inc.

Xxxxxxx Enterprises - Wisconsin, Inc.

Xxxxxxx Enterprises - Wyoming, Inc.

Xxxxxxx Enterprises Japan Limited

Xxxxxxx Enterprises Medical Equipment Corporation

Xxxxxxx Enterprises Rehabilitation Corporation

Xxxxxxx Holdings I, Inc.
92
Xxxxxxx Indemnity, Limited

Xxxxxxx Real Estate Holdings, Inc.

Xxxxxxx XXXXX Depositor, Inc.

Xxxxxxx Manor Inc. of Hawaii

Xxxxxxx Savana Cay Manor, Inc.

Brownstone Pharmacy, Inc.

Columbia-Valley Nursing Home, Inc.

Commercial Management, Inc.

Computran Systems, Inc.

Continental Care Centers of Council Bluffs, Inc.

D.D. Wholesale, Inc.

Xxxxxxxxxx Drug, Inc.

Xxxxxxxxxx Rx Services of Rhode Island, Inc.

Xxxxxxxxxx Rx Services of Massachusetts, Inc.

Forest City Building Ltd.

Hallmark Convalescent Homes, Inc.

Healthcare Prescription Services, Inc.

Home Medical Systems, Inc.

Hospice Preferred Choice, Inc.

Hospital Facilities Corporation

Insta-Care Holdings, Inc.

Insta-Care Pharmacy Services Corporation

Kenwood View Nursing Home, Inc.

Liberty Nursing Home, Incorporated

MATRIX Rehabilitation, Inc.

Medical Arts Health Facility of Lawrenceville, Inc.

Medical Health Industries, Inc.

Moderncare of Lumberton, Inc.

Nebraska City S-C-H, Inc.

Nursing Home Operators, Inc.

Omni Med B, Inc.

Xxxxxxxx Health Care, Inc.

Pharmacy Corporation of America

Pharmacy Corporation of America - Massachusetts, Inc.

Pharmacy Dynamics Group, Inc.

Phymedsco, Inc.

Salem No. 1, Inc.

South Alabama Nursing Home, Inc.

South Dakota - Xxxxxxx Enterprises, Inc.

Spectra Rehab Alliance, Inc.

Synergos, Inc.

Synergos - Scottsdale, Inc.

TMD Disposition Company

Vantage Healthcare Corporation
93
SCHEDULE V

EXISTING LETTERS OF CREDIT

XXXXXX GUARANTY TRUST COMPANY OF NEW YORK

BOND LOCATION BENEFICIARY L/C AMOUNT
@November 30, 1996

Lincoln County, KY The Bank of New York $ 110,000.00

Xxxxx County, IN National City Bank $ 1,288,523.96

Tift County , GA The Bank of New York $ 150,000.00

Jefferson County, KY First American National Bank $ 370,000.00

Shelby County, TN Ameristar Investments & Trust $ 320,000.00

Franklin County 1985, PA The Bank of New York $ 325,000.00

Frankling County 1986, PA The Bank of New York $ 65,000.00

Gettysburg The Bank of New York $ 340,000.00

TOTAL FOR 'ON BALANCE SHEET' FACILITIES $ 2,968,523.96

Encore Term Loan The Bank of New York $15,351,110.00

HCPI HCPI $ 5,000,000.00

Monroe County, FL The Bank of New York $ 4,415,250.00

Okaloosa County, FL The Bank of New York $ 2,035,000.00

Chagrin Falls, OH Mellon Bank $ 1,070,000.00

Heber Springs, AR Xxxx Realty $ 300,000.00

Heber Springs, AR Xxxx X. Xxxx $ 100,000.00

Rosemont, IL Phoenix Home Life Ins. Co. $ 72,000.00

TOTAL FOR 'OFF BALANCE SHEET' FACILITIES $28,343,360.00

TOTAL XXXXXX L/C'S $31,311,883.96

94
SCHEDULE V

P.2

EXISTING LETTERS OF CREDIT

FACILITY PURPOSE BENEFICIARY L/C AMOUNT
@NOV. 30, 1996

PITTSBURGH NATIONAL BANK

Clarion, PA Meritcare PNC Bank $ 7,240.054.79

Dedham, MA Meritcare State Street Bank & $ 8,466,175.00
Trust

VRT Term Notes Meritcare PNC Bank $23,358,000.00

Total for Meritcare Debt: $39,064,229.79

TORONTO DOMINION BANK

7 Facilities MIFA Bonds State Street Bank & $26,481.640.00
Trust

Total for MIFA Debt: $26,481,640.00

L/C SUMMARY BY GROUP:

Xxxxxx Guaranty: $31,311,883.96

PNC Bank (Meritcare) $39,064,229.79

Toronto Dominion (MIFA Bonds) $26,481,640.00

TOTAL L/C EXPOSURE $96,857,753.75

00
XXXXXXX X

XXXX

Xxx Xxxx, Xxx Xxxx

____________, 1996

For value received, XXXXXXX ENTERPRISES, INC., a Delaware corporation
(the "Borrower"), promises to pay to the order of ____________________________
(the "Bank"), for the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the Termination Date provided for in
the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Xxxxxx Guaranty Trust Company of
New York, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.

All Loans made by the Bank, the type thereof and all repayments of the
principal thereof shall be recorded by the Bank and, prior to any transfer
hereof, appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding may be endorsed by the Bank on the
schedule attached hereto, or on a continuation of such schedule attached to and
made a part hereof; provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.

This note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December __, 1996 among the Borrower, the banks
listed on the signature pages thereof and Xxxxxx Guaranty Trust Company of New
York, as Issuing Bank and Agent (as the same may be amended from time to time,
the "Credit Agreement"). Terms defined in the Credit Agreement are used herein
with the same meanings. Reference is made to the Credit Agreement for
provisions for the mandatory and optional repayment and prepayment hereof and
the acceleration of the maturity hereof.

Payment of principal and interest on this Note is (i) unconditionally
guaranteed, subject to the limitations contained in the Subsidiary Guaranty, by
the Subsidiary Guarantors pursuant to the Subsidiary Guaranty and (ii) secured
by security interests in certain collateral pursuant to the Pledge Agreement.

XXXXXXX ENTERPRISES, INC.

By
-------------------------------------------------------
Title:
96
NOTE (CONT'D)

LOANS AND PAYMENTS OF PRINCIPAL

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and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 2 TABLE OF CONTENTS

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