UNIVERSAL HEALTH REALTY INCOME TRUST REVOLVING CREDIT AGREEMENT Dated as of June 24, 1998

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UNIVERSAL HEALTH REALTY INCOME TRUST

REVOLVING CREDIT AGREEMENT

Dated as of June 24, 1998

by and among

UNIVERSAL HEALTH REALTY INCOME TRUST,

THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1 HERETO

and

FIRST UNION NATIONAL BANK, as Administrative Agent

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REVOLVING CREDIT AGREEMENT

TABLE OF CONTENTS

SECTION PAGE

Section 1. DEFINITIONS.......................................................................................... 1

Section 2. LOANS................................................................................................. 10
Section 2.1. Commitment to Lend.................................................................... 10
Section 2.2. Increase of Commitment Amount; Additional Banks....................................... 11
Section 2.3. Reduction of Commitment Amount........................................................ 11
Section 2.4. Notes................................................................................. 12
Section 2.5. Requests for Loans.................................................................... 13
Section 2.6. Interest on Loans..................................................................... 13
Section 2.7. Prepayments........................................................................... 14
Section 2.8. Funds for Loans....................................................................... 15

Section 2A LETTERS OF CREDIT..................................................................................... 15
Section 2A.1 Commitment to Issue Letters of Credit................................................. 15
Section 2A.2 Requests for Letters of Credit........................................................ 16
Section 2A.3 Pro Rata Share, Etc................................................................... 16
Section 2A.4 Banks' Obligation to Fund............................................................. 16
Section 2A.5 Reimbursement by the Company.......................................................... 17
Section 2A.6 Letter of Credit Fees................................................................. 17

Section 3. INTEREST; PAYMENTS AND COMPUTATIONS, FEES............................................................. 18
Section 3.1. Interest.............................................................................. 18
Section 3.2. Concerning Interest Periods........................................................... 20
Section 3.3. Interest on Overdue Amounts........................................................... 20
Section 3.4. Payments.............................................................................. 20
Section 3.5. Computations.......................................................................... 20
Section 3.6. Commitment Fee........................................................................ 21
Section 3.7. Closing Fees.......................................................................... 21
Section 3.8. Agent Fees............................................................................ 21
Section 3.9. Additional Amounts Payable on Account of Credit Facilities............................ 22

Section 4. REPRESENTATIONS AND WARRANTIES........................................................................ 22
Section 4.1. Corporate Existence................................................................... 22
Section 4.2. Subsidiaries.......................................................................... 23
Section 4.3. Authority, Etc........................................................................ 23
Section 4.4. Binding Effect of Documents, Etc...................................................... 23
Section 4.5. No Events of Default, Etc............................................................. 23

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SECTION PAGE

Section 4.6. Title to Properties; Leases........................................................... 24
Section 4.7. Financial Statements.................................................................. 24
Section 4.8. No Material Changes, Full Disclosure, Etc............................................. 24
Section 4.9. Permits; Patents; Copyrights.......................................................... 24
Section 4.10. Litigation............................................................................ 25
Section 4.11. Compliance with Other Instruments, Laws, Etc.......................................... 25
Section 4.12. Tax Status............................................................................ 25
Section 4.13. Holding Company and Investment Company Acts........................................... 25
Section 4.14. Absence of Financing Statements, Etc.................................................. 25
Section 4.15. Certain Transactions.................................................................. 26
Section 4.16. Pension Plans......................................................................... 26
Section 4.17. Year 2000............................................................................. 26

Section 5. EFFECTIVE DATE........................................................................................ 26

Section 6. CONDITIONS TO LOANS................................................................................... 27
Section 6.1. Conditions to Loans................................................................... 27
(a) Legality of Transactions.............................................................. 27
(b) Representations and Warranties........................................................ 27
(c) Performance, Absence of Default, Etc.................................................. 28
(d) Material Adverse Change............................................................... 28
(e) Notice of Borrowing................................................................... 28
Section 6.2. Conditions to First Loan.............................................................. 28
(a) Proceedings and Documents............................................................. 28
(b) Consents.............................................................................. 28
(c) Projections........................................................................... 28

Section 7. COVENANTS OF THE COMPANY............................................................................. 28
Section 7.1. Punctual Payment...................................................................... 28
Section 7.2. Legal Existence, Etc.................................................................. 29
Section 7.3. Financial Statements, Etc............................................................. 29
Section 7.4. Health Care Facilities - Financial Statements, Etc. ................................. 30
Section 7.5. Tangible Net Worth.................................................................... 31
Section 7.6. Ratio of Debt to Total Capital........................................................ 31
Section 7.7. Debt Service Coverage Ratio........................................................... 31
Section 7.8. Debt to Cash Flow Available for Debt Service.......................................... 31
Section 7.9. Indebtedness.......................................................................... 31
Section 7.10. Secured Debt.......................................................................... 32
Section 7.11. Security Interests and Liens; Negative Pledge......................................... 32
Section 7.12. Negative Negative Pledge.............................................................. 33
Section 7.13. Guarantees............................................................................ 33
Section 7.14. Notice of Litigation and Judgments.................................................... 33

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SECTION PAGE

Section 7.15. Notice of Defaults.................................................................... 33
Section 7.16. Notices With Regard to Health Care Operators.......................................... 34
Section 7.17. Books and Records..................................................................... 34
Section 7.18. Maintenance of Properties............................................................. 34
Section 7.19. Insurance............................................................................. 34
Section 7.20. Taxes................................................................................. 34
Section 7.21. Compliance with Laws, Contracts, and Licenses......................................... 35
Section 7.22. Access................................................................................ 35
Section 7.23. ERISA Compliance...................................................................... 36
Section 7.24. Reserves.............................................................................. 36
Section 7.25. Distributions. ...................................................................... 36
Section 7.26. Investments........................................................................... 36
Section 7.27. Mortgage Loans........................................................................ 37
Section 7.28. Construction Loans. ................................................................. 37
Section 7.29. Environmental Audits.................................................................. 38
Section 7.30. Merger, Consolidation and Disposition of Assets....................................... 38
Section 7.31. Sale and Leaseback.................................................................... 38
Section 7.32. Use of Proceeds....................................................................... 38
Section 7.33. Further Assurances.................................................................... 38

Section 8. EVENTS OF DEFAULT; ACCELERATION....................................................................... 39

Section 9. SETOFF; SHARING....................................................................................... 41

Section 10. THE AGENT............................................................................................. 42
Section 10.1. Appointment of Agent, Powers and Immunities........................................... 42
Section 10.2. Reliance by Agent..................................................................... 43
Section 10.3. Indemnification....................................................................... 43
Section 10.4. Reimbursement......................................................................... 43
Section 10.5. Non-Reliance on Agent and Other Banks................................................. 44
Section 10.6. Payments.............................................................................. 44
Section 10.7. Holders of Notes...................................................................... 44
Section 10.8. Agent as Bank......................................................................... 44
Section 10.9. Resignation of Agent.................................................................. 45
Section 10.10. Independent Obligations, Actions...................................................... 45

Section 11. EXPENSES.............................................................................................. 45

Section 12. INDEMNIFICATION....................................................................................... 46

Section 13. SURVIVAL OF COVENANTS, ETC............................................................................ 46

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SECTION PAGE

Section 14. PARTIES IN INTEREST................................................................................... 46

Section 15. NOTICES, ETC.......................................................................................... 46

Section 16. GOVERNING LAW, ETC.................................................................................... 47

Section 17. ENTIRE AGREEMENT, ETC................................................................................. 48

Section 18. WAIVER OF JURY TRIAL.................................................................................. 48

Section 19. CONSENTS, AMENDMENTS, WAIVERS, ETC. ................................................................. 48

Section 20. SEVERABILITY.......................................................................................... 49

Section 21. ASSIGNMENTS; PARTICIPATIONS........................................................................... 49
Section 21.1 Assignments and Participations. ..................................................... 49
Section 21.2. Miscellaneous Assignment Provisions................................................... 50
Section 21.3. Disclosure............................................................................ 50

SECTION

EXHIBITS AND SCHEDULES

EXHIBIT A Form of Note
EXHIBIT B Title to Properties; Leases; Litigation;
Financing Statements
EXHIBIT C Form of Opinion of Company Counsel
EXHIBIT D Compliance Certificate
EXHIBIT E Form of Notice

SCHEDULE 1 Banks; Commitments; Commitment Percentages
SCHEDULE 2 Applicable Margin and Fees
SCHEDULE 3 Payment Instructions (Section 3.4)

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REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of June 24, 1998
among (i) UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust
organized under the laws of the State of Maryland and having its principal place
of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Company"), (ii) THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1 HERETO
(individually a "Bank" and collectively the "Banks") and (iii) FIRST UNION
NATIONAL BANK, AS SUCCESSOR BY MERGER TO CORESTATES BANK, N.A., as
administrative agent for the Banks (the "Agent").

BACKGROUND

A. The Company, CoreStates Bank, N.A., NationsBank, N.A. and
First Union National Bank, along with CoreStates Bank, N.A., as agent, are
parties to an Amended and Restated Revolving Credit Agreement dated as of
September 27, 1996 (the "Amended and Restated Credit Agreement").

B. The Company now desires to satisfy all obligations under
the Amended And Restated Credit Agreement and enter into a new agreement under
the terms and conditions set forth herein.

NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:

SECTION 1. DEFINITIONS. The following terms shall have the
meanings set forth in this Section 1 or elsewhere in the provisions of this
Agreement referred to below:

ADDITIONAL BANKS. See Section 2.2.

ADJUSTED C/D RATE AMOUNTS. Any portions of the principal
amount of the Loans to the Company as to which the Company has elected pursuant
to Section 3.1 to pay interest based on the Adjusted C/D Rate.

ADJUSTED C/D RATE. For any Interest Period with respect to
Adjusted C/D Rate Amounts, an interest rate per annum determined by the Agent
pursuant to the following formula:

Adjusted C/D = (Domestic C/D Rate) + Assessment + Applicable Margin
Rate (1.00 - Reserve Rate
Percentage)

The components of the fraction used to calculate the Adjusted C/D Rate shall be
rounded upward, if necessary, to the next higher 1/100 of 1%.
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AFFECTED BANK. See Section 3.1(c).

AGENT. See preamble.

AGENT FEES. See Section 3.8.

AGREEMENT. This Revolving Credit Agreement, including the
Exhibits and Schedules hereto, as originally executed, or if this Agreement is
amended, varied or supplemented from time to time, as so amended, varied or
supplemented.

APPLICABLE MARGIN. The applicable rate set forth on Schedule 2
hereto, which shall be determined in accordance with Section 2.6.

ASSESSMENT RATE. For any Interest Period with respect to
Adjusted C/D Rate Amounts, the net annual assessment rate (rounded upwards, if
necessary, to the next higher 1/100 of 1%) actually paid by the Agent to the
Federal Deposit Insurance Corporation (or any successor) for such corporation's
(or such successor's) insuring time deposits made in dollars at offices of the
Agent in the United States of America during the most recent period for which
such rate has been determined prior to the commencement of such Interest Period.

BANK CERTIFICATE. A certificate signed by an officer of the
Agent or a Bank, setting forth any additional amount required to be paid by the
Company to the Agent or such Bank, and the computations made by the Agent or
such Bank to determine such additional amount, which shall be submitted by the
Agent or such Bank to the Company in connection with each demand made at any
time by the Agent or such Bank upon the Company, and each such certificate
shall, save for manifest or other obvious error, constitute conclusive evidence
of the additional amount required to be paid by the Company to the Agent or such
Bank upon each such demand.

BANKS. See preamble.

BASE RATE. The higher of (a) the annual rate of interest
announced from time to time by First Union National Bank at its head office as
its "prime rate", or (b) one-half of one percent (1/2%) above the overnight
federal funds effective rate, as published by the Board of Governors of the
Federal Reserve System, as in effect from time to time.

BASE RATE AMOUNTS. Any portions of the principal amount of the
Loans to the Company on which the Company has not elected pursuant to Section
3.1 hereof to pay interest based on the LIBO Rate or the Adjusted C/D Rate.

BUSINESS DAY. Any day on which banking institutions in
Philadelphia, Pennsylvania are open for the conduct of normal banking business,
it being recognized that a Business Day relating to interest calculated or
payable by reference to the LIBO Rate shall in

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addition be any such day on which dealings are carried on in the interbank
eurodollar market and dollar settlements of such dealings may be effected in New
York City.

CASH AVAILABLE FOR DISTRIBUTIONS. With respect to any fiscal
period of the Company, (i) Net Income of the Company, plus (ii) depreciation and
amortization, plus (iii) provision for investment losses, plus (iv) any loss on
marketable securities, minus (v) any gain on marketable securities, in each case
determined for such period and in accordance with GAAP.

CASH FLOW AVAILABLE FOR DEBT SERVICE. For any fiscal period of
a Person, Net Income for such period plus (i) expenses for interest on
Indebtedness and for Commitment Fees, Closing Fees and any other fees in
connection with the borrowing of money or the maintenance of letters of credit
by such Person, plus (ii) depreciation and amortization plus (iii) losses on the
sale of real estate, less (iv) gains on the sale of real estate, in each case
determined for such period and in accordance with GAAP.

CERCLA. The Comprehensive Environmental Response,
Compensation, and Liability Act of 1980.

CLOSING DATE. June 24, 1998, or such other date as is mutually
agreed by the Company and the Banks.

CLOSING FEE. See Section3.7.

CODE. The Internal Revenue Code of 1986, as amended.

COMMITMENT. Collectively, the obligation of the Banks to make
Loans to the Company and issue Letters of Credit for the account of the Company
under this Agreement up to the Commitment Amount, and with respect to each Bank,
that amount set forth on Schedule 1 hereto, as such schedule may be amended and
in effect from time to time.

COMMITMENT AMOUNT. At any date of determination thereof, an
amount equal to $80,000,000, plus the amount of any increases effected pursuant
to Section2.2 hereof, minus the amount of any reductions effected pursuant to
Section2.3 hereof. The Commitment Amount shall not at any time exceed
$100,000,000.

COMMITMENT FEE. See Section3.6.

COMMITMENT PERCENTAGE. With respect to each Bank, that
percentage referred to in Schedule 1 hereto as such Bank's percentage of the
Commitment Amount, as such schedule may be amended and in effect from time to
time.

COMPANY. See preamble.

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CONSTRUCTION LOANS. Secured loans from time to time made by
the Company to various borrowers the proceeds of which are designated for the
construction of Health Care Facilities or for the acquisition of real estate and
the construction thereon of Health Care Facilities.

DEBT. With respect to any Person, all Indebtedness of such
Person for borrowed money.

DEBT SERVICE CHARGES. For any fiscal period of the Company,
the sum of (i) the expenses of the Company for such period for interest on
Indebtedness and for Commitment Fees, Closing Fees and any other fees in
connection with the borrowing of money by the Company or the maintenance of
Letters of Credit for the account of the Company plus (ii) required principal
payments for such period on Indebtedness of the Company (excluding any principal
payments made by the Company pursuant to Section2.3 hereof), in each case
determined in accordance with GAAP plus (iii) fifteen percent (15%) of the sum
of the amount of the Loans Outstanding and Letters of Credit outstanding as of
the end of such period.

DEBT SERVICE COVERAGE RATIO. At any date of determination
thereof, the ratio of Cash Flow Available for Debt Service for the period of the
four most recently ended fiscal quarters of the Company to Debt Service Charges
for such period.

DEFAULT. Any event which but for the giving of notice or the
lapse of time or both would constitute an Event of Default.

DISTRIBUTION. The declaration or payment of any dividend on or
in respect of any shares of any class of capital stock of the Company, other
than dividends payable solely in shares of common stock of the Company; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of the Company directly or indirectly or otherwise; the return of capital
by the Company to its shareholders as such; or any other distribution on or in
respect of any shares of any class of capital stock of the Company.

DOLLARS OR $. Dollars in lawful currency of the United States
of America.

DOMESTIC C/D RATE. With respect to any Adjusted C/D Rate
Amount for any Interest Period, the rate determined by the Agent to be the
prevailing rate per annum offered at 10:00 A.M. (Philadelphia time) (or as soon
thereafter as practicable) on the first day of any Interest Period for the
purchase at face value from the Agent of its dollar certificates of deposit in
an amount comparable to an amount equal to the Adjusted C/D Rate Amounts elected
to be outstanding for that Interest Period and having a maturity comparable to
such Interest Period.

DRAWDOWN DATE. The date on which any Loan is made or is to be
made.

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ERISA. The Employee Retirement Income Security Act of 1974,
and regulations thereunder, as amended from time to time.

ERISA AFFILIATE. Any Person which is treated as a single
employer with the Company under Section414 of the COde.

EVENT OF DEFAULT. Any event described in Section8 hereof.

FACILITY CASH FLOW AVAILABLE FOR DEBT SERVICE. For any fiscal
period of an owner or operator of a Health Care Facility, the Net Income of such
Person plus (i) expenses for interest on Indebtedness and for Commitment Fees,
Closing Fees and any other fees in connection with the borrowing of money by
such person plus (ii) depreciation and amortization plus (iii) rental expenses
plus (iv) management fees plus (v) intercompany interest expenses, in each case
to the extent attributable to such Health Care Facility and determined for such
period and in accordance with GAAP.

FACILITY COVERAGE RATIO. For any fiscal period of an owner or
operator of a Health Care Facility, ratio of (a) Cash Flow Available for Debt
Service attributable to such Health Care Facility to (b) interest expense plus
current maturities of long-term debt plus rental expense, in each case to the
extent attributable to such Health Care Facility and determined for such period
and in accordance with GAAP.

FINANCIAL STATEMENTS. For any fiscal period of a Person, the
balance sheets and statements of income and retained earnings and of changes in
financial position of such Person, for such period, in reasonable detail,
prepared in accordance with GAAP.

GAAP. Generally accepted accounting principles as in effect
from time to time in the United States, consistently applied. Notwithstanding
the foregoing, if either the Company or the Banks determine that a change in
GAAP from that in effect on the date hereof has altered the treatment of certain
financial data to its detriment under this Agreement, such party may seek of the
other a renegotiation of any financial covenant affected hereby. If the Company
and the Banks cannot agree on renegotiated covenants, then, for the purposes of
this Agreement, GAAP will refer to generally accepted accounting principles on
the date just prior to the date on which the change that gave rise to the
renegotiation occurred.

HEALTH CARE FACILITIES. Real estate and improvements thereon
used exclusively or primarily for the delivery of health or human services,
including but not limited to hospitals, clinics, long term care facilities,
custodial care facilities (including but not limited to childcare centers),
congregate care facilities, assisted living facilities, surgery centers and
medical office buildings.

INCREASED COMMITMENT. The amount any increase in the
Commitment Amount under Section 2.2, which Increased Commitment shall not exceed
$20,000,000 in the aggregate.

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INDEBTEDNESS. With respect to any Person, all indebtedness,
liabilities and other obligations of such Person which would, in accordance with
GAAP, be classified upon a balance sheet of such Person as liabilities but in
any event including:

(a) all debt and similar monetary obligations, whether direct
or indirect;

(b) all guaranties of such Person, endorsements and other
contingent liabilities and other obligations of such Person, whether direct or
indirect in respect of indebtedness of others, to purchase indebtedness, or to
assure the owner of indebtedness against loss, through an agreement to purchase
goods, supplies or services for the purpose of enabling the debtor to make
payment of the indebtedness held by such owner or otherwise, and any obligations
to reimburse the issuer in respect of any letters of credit;

(c) all liabilities and other obligations to the extent not
included in (a) secured by any mortgage, lien, pledge, charge, security interest
or other encumbrance in respect of property owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligations;

(d) all indebtedness, liabilities and other obligations of
such Person arising under any conditional sale or other title retention
agreement, whether or not the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such property; and

(e) all indebtedness, liabilities and other obligations of
such Person in respect of leases of real and personal property (whether or not
required to be capitalized).

INTEREST PERIOD. Any period relating to a LIBO Rate Amount or
Adjusted C/D Rate Amount, the commencement and duration of which shall be
determined in accordance with Section3.1 hereof.

INVESTMENTS. All expenditures made and all liabilities
incurred (contingently or otherwise) for the acquisition of stock, partnership
or limited liability company interests or Indebtedness of, or for loans,
advances, capital contributions or transfers of property to, or in respect of
any guaranties (or other commitments as described under Indebtedness), or
obligations of, any Person, or for the acquisition of real estate or interests
therein. In determining the aggregate amount of Investments outstanding at any
particular time: (a) the amount of any Investment represented by a guaranty
shall be taken at not less than the principal amount of the obligations
guaranteed; (b) there shall be included as an Investment all interest accrued
with respect to Indebtedness constituting an Investment unless and until such
interest is paid; (c) there shall be deducted in respect of each such investment
any amount received as a return of capital (but only by repurchase, redemption,
retirement, repayment, liquidating dividend or liquidating distribution); (d)
there shall not be deducted in respect of any Investment any amounts received as
earnings on such Investment, whether as dividends, interest or otherwise, except
that accrued

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interest included as provided in the foregoing clause (b) may be deducted when
paid; and (e) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.

LIBO RATE. With respect to any Interest Period, in the case of
any LIBO Rate Amount, the sum of (a) the quotient of (i) the annual rate of
interest determined by the Agent, at or before 9:00 A.M. (Philadelphia time) (or
as soon thereafter as practicable) on the second Business Day prior to the first
day of such Interest Period, to be the annual rate of interest at which deposits
of dollars are offered to the Agent by prime banks in whatever interbank
eurodollar market may be selected by the Agent in its sole discretion, acting in
good faith, at the time of determination and in accordance with the usual
practice in such market for delivery on the first day of such Interest Period in
immediately available funds and having a maturity equal to such Interest Period
in an amount equal (as nearly as may be) to an amount equal to such LIBO Rate
Amount divided, by (ii) a number equal to 1.00 minus the Reserve Rate, plus (b)
the Applicable Margin.

LETTERS OF CREDIT. Letters of credit issued for the account of
the Company pursuant to this Agreement and the Letter of Credit Documents.

LETTER OF CREDIT DOCUMENTS. All applications and agreements
executed by the Company requesting or relating to the issuance of, or
reimbursement for, Letters of Credit.

LIBO RATE AMOUNTS. In relation to any Interest Period, any
portions of the principal amount of the Loans on which the Company elects
pursuant to Section3.1 hereof to pay interest based on the LIBO Rate.

LOANS. The revolving credit loans made or to be made to the
Company as contemplated by Section2 hereof.

LOAN DOCUMENTS. Collectively, this Agreement, the Notes, and
the Letter of Credit Documents, each as amended and in effect from time to time.

MAJORITY BANKS. As of any date, the Banks holding at least
two-thirds (66.66%) of the Outstanding amount of the Loans on such date; and if
no Loans are Outstanding, the Banks whose aggregate Commitments constitute at
least two-thirds (66.66%) of the total of all Commitments.

MATURITY DATE. June 24, 2003.

MORTGAGE LOANS. Loans from time to time made by the Company,
in each case secured by a first mortgage lien on a Health Care Facility.

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NET INCOME. For any fiscal period of a Person, the net income
(or loss), after income taxes, of such Person determined in accordance with
GAAP.

NOTES. See Section2.4.

OBLIGATIONS. All Indebtedness, obligations and liabilities to
the Agent and the Banks, existing on the date of this Agreement or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise of the Company arising or incurred
under this Agreement, the Letter of Credit Documents or in respect of any Loans,
Notes or Letters of Credit or other instruments at any time evidencing any of
the foregoing.

OUTSTANDING. When used with reference to the aggregate balance
of the Loans, as at any date of determination, the unpaid principal in respect
of the Loans.

PBGC. The Pension Benefit Guaranty Corporation and any
successor entity or entities having similar responsibilities.

PENSION PLAN. Pension plan shall include (a) any multiemployer
plan within the meaning of Section3(37) of ERISA, (b) any employee benefit plan
within the meaning of Section3(3) of ERISA, other than plans described in (a)
above and (c) any employee pension benefit plan within the meaning of
Section3(2) of ERISA the benefits of which are guaranteed on termination in full
or in part by PBGC pursuant to Title IV of ERISA, other than plans described in
(a) above, each as maintained or contributed to by the Company or any ERISA
Affiliate.

PERSON. Any corporation, unincorporated association,
partnership, trust, organization, business, individual or other legal entity and
any government or any governmental agency or political subdivision thereof.

RESERVE PERCENTAGE. 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
reserve requirement (including without limitation any marginal, emergency,
supplemental, special or other reserves) for a member bank of the Federal
Reserve System in Philadelphia with deposits exceeding $1 billion in respect of
non-personal time deposits in Philadelphia having a maturity comparable to the
Interest Period for the Adjusted C/D Amounts subject to such Interest Period and
in an amount of $100,000 or more. The Adjusted C/D Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Percentage.

RESERVE RATE. For any day with respect to any LIBO Rate
Amount, the maximum rate in effect from time to time, expressed as a decimal, at
which the Banks would be required to maintain reserves under Regulation D of the
Board of Governors of the Federal Reserve System (or any successor or similar
regulation relating to such reserve requirements) against "Eurocurrency
Liabilities" (as such term is used in Regulation D) if such liabilities were
outstanding.

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SUBSIDIARY. With respect to any Person, any corporation,
association, trust or other business entity with respect to which such Person
owns directly, or indirectly through a subsidiary, at least a majority of the
shares of the outstanding capital stock or other interest entitled to vote for
the election of directors.

TANGIBLE NET WORTH. The aggregate of the capital stock (but
excluding treasury stock and capital stock subscribed and unissued) and surplus
(including earned surplus, capital surplus and the balance of the current profit
and loss account not transferred to surplus) of the Company as the same properly
appears on a balance sheet of the Company prepared in accordance with GAAP, less
the sum of:

(a) the total book value of all assets of the Company
which would be treated as intangibles under GAAP including
without limitation, such items as good will, leasehold
improvements, trademarks, trade names, service marks, brand
names, copyrights, patents and licenses, and rights with
respect to the foregoing, and

(b) all amounts representing any write-up in the book
value of any assets of the Company and its Subsidiaries
resulting from a revaluation thereof subsequent to December
31, 1992.

TOTAL CAPITAL. The aggregate of the capital stock (but
excluding treasury stock and capital stock subscribed and unissued) and surplus
(including earned surplus, capital surplus and the balance of the current profit
and loss account not transferred to surplus) of the Company as the same properly
appears on a balance sheet of the Company prepared in accordance with GAAP, plus
all Debt of the Company.

UHS. Universal Health Services, Inc., a Delaware corporation.

UHS SUBSIDIARIES. At the relevant time of reference hereto,
any Subsidiary or other entity the accounts of which would be consolidated with
those of Universal Health Services, Inc. in its consolidated financial
statements if such statements were prepared as of such date.

UNENCUMBERED PROPERTY. Any property owned or held under
capital lease by the Company which is not subject to any form of mortgage, deed
of trust, or other lien or encumbrance; provided that for purposes of this
definition, leases shall not be deemed to be encumbrances.

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All terms of an accounting character not specifically defined
herein shall have the meanings assigned thereto by GAAP.

SECTION 2. LOANS.

Section 2.1. COMMITMENT TO LEND. Subject to the terms and
conditions set forth in this Agreement, each of the Banks severally agrees,
absent a Default or an Event of Default, to lend to the Company and the Company
may borrow and reborrow from time to time between the Closing Date and the
Maturity Date, upon notice to the Agent given in accordance with Section2.5
hereof, such amounts as requested by the Company up to a maximum aggregate
principal amount outstanding (after giving effect to all amounts requested) at
any one time equal to such Bank's Commitment less such Bank's pro rata share of
any outstanding Letters of Credit. The Loans shall be pro rata in accordance
with each Bank's Commitment Percentage. Each request for Loans hereunder shall
constitute a representation by the Company that the conditions set forth in
Sections5 and 6 hereof, as applicable, have been satisfied on or prior to
the date of such request. The Commitment shall terminate and all outstanding
Loans shall become absolutely due and payable together with any and all accrued
and unpaid interest thereon on the Maturity Date or on such earlier date as the
Commitment is terminated pursuant to the terms of this Agreement.

Section 2.2. INCREASE OF COMMITMENT AMOUNT; ADDITIONAL BANKS.

(a) From time to time (but no more than two times), the
Company may, upon notice to the Agent (which shall promptly provide a copy of
such notice to the Banks), propose to increase the aggregate amount of the
Commitment Amount. Each Bank party to this Agreement at such time shall have the
right (but no obligation), for a period of 15 days following receipt of such
notice, to elect by notice to the Company and the Agent to increase its
Commitment by a principal amount which bears the same ratio to the Increased
Commitment as its then Commitment bears to the aggregate Commitment then
existing. Any Bank not responding within 15 days of receipt of such notice shall
be deemed to have declined to increase its Commitment.

(b) If any Bank party to this Agreement shall not elect to
increase its Commitment pursuant to subsection (a) of this Section, the Company
may, within 10 days of the Banks' response, designate one or more of the
existing Banks or other financial institutions acceptable to the Agent and the
Company which at the time agree to (i) in the case of any such lender that is an
existing Bank, increase its Commitment and (ii) in the case of any other such
lender (an "Additional Bank"), become a party to this Agreement with a
Commitment of not less than $10,000,000. The sum of the increases in the
Commitments of the existing Banks pursuant to this subsection (b) plus the
Commitments of the Additional Banks shall not in the aggregate exceed the
unsubscribed amount of the Increased Commitments.

(c) Any increase in the Commitments pursuant to this Section
2.2 shall be subject to satisfaction of the following conditions:

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16
(i) before and after giving effect to such increase, all
representations and warranties contained in Article 4 shall be true;

(ii) at the time of such increase, no Default or Event of
Default shall have occurred and be continuing or would result from such
increase, and no event shall have occurred and be continuing that with
notice or lapse of time or both would constitute a Default or an Event
of Default; and

(iii) after giving effect to such increase, the aggregate
amount of all increases in Commitments made pursuant to this Section
2.2 shall not exceed $20,000,000.

(d) An increase in the aggregate amount of the Commitments pursuant to
this Section 2.2 shall become effective upon the receipt by the Agent of (i) an
agreement in form and substance satisfactory to the Agent signed by the Company,
by each Additional Bank and by each other Bank whose Commitments is to be
increased, setting forth the new Commitments of such Banks and setting forth the
agreement of each Additional Bank to become a party to this Agreement and to be
bound by all the terms and provisions hereof, (ii) Notes duly executed by the
Company, equal in principal amount to the respective amounts of the Commitments
of the Additional Banks and the Banks that increased their Commitments (in which
event the original Notes held by the latter Banks shall be returned to the
Company); (iii) such evidence of appropriate corporate authorization on the part
of the Company with respect to the Increased Commitments and such opinions of
counsel for the Company with respect to the Increased Commitments as the Agent
may reasonably request and (iv such evidence of the satisfaction of the
conditions set forth in subsection (c) above as the Agent may reasonably
request.

(e) Upon any increase in the aggregate amount of the Commitments
pursuant to this Section 2.2, within five Business Days in the case of Base Rate
Loans then outstanding, and at the end of the then current Interest Period with
respect to LIBO Rate Loans then outstanding, the Company shall prepay or repay
such Loans in their entirety and, to the extent the Company elects to do so and
subject to the conditions specified in Article 2, the Company shall reborrow
Loans from the Banks in proportion to their respective Commitments after giving
effect to such increase, until such time as all outstanding Loans are held by
the Banks in such proportion.

Section 2.3. REDUCTION OF COMMITMENT AMOUNT.

(a) The Company may at any time and from time to time upon three (3)
Business Days' written notice to the Agent reduce by at least $1,000,000 or
terminate entirely the unused portion of the Commitment Amount as in effect on
the date of such notice, whereupon the Commitments of the Banks shall be reduced
pro rata in accordance with their respective Commitment Percentages by the
amount specified in such notice or terminated,

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17
as the case may be. Promptly after receiving any notice of the Company delivered
pursuant to this Section2.3(a), the Agent will notify the Banks of the substance
thereof.

(b) The Commitment Amount shall be reduced by an amount equal to fifty
percent (50%) of the proceeds of any equity securities issued by the Company
after the date of this Agreement (net of all reasonable costs and expenses
incurred in connection with such issuance). Such reduction shall be effective on
the date of closing of such issuance, except that if a LIBO Rate Amount or
Adjusted C/D Rate Amount is Outstanding on such date, such reduction shall be
effective on the earlier of 90 days after the closing of such issuance or the
last day of the latest ending Interest Period applicable to any such LIBO Rate
Amount or Adjusted C/D Rate Amount.

(c) If at any time the aggregate principal amount of the Loans
outstanding hereunder plus the amount of any Letters of Credit outstanding
hereunder exceeds the Commitment Amount, the Company shall immediately eliminate
such excess by making payments of principal on the Loans or causing such Letters
of Credit to be terminated, or both. Any prepayment of principal of the Loans
shall be accompanied by the payment of the interest accrued hereunder on the
principal prepaid to the date of prepayment.

(d) All payments received by the Agent pursuant to this Section2.3
shall first be applied to Base Rate Amounts of the Loans and, in the event that
the amount of any prepayment exceeds the aggregate outstanding Base Rate Amounts
of the Loans, then such excess shall be applied to the Adjusted C/D Rate Amounts
or LIBO Rate Amounts of the Loans, at the Company's option; provided that any
prepayments applied to the Adjusted C/D Rate Amounts or LIBO Rate Amounts of the
Loans pursuant to this paragraph (d) shall be deemed to be optional prepayments
subject to the provisions of Section2.7 hereof.

(e) All payments received by the Agent pursuant to this Section2.3
shall reduce the Loans made by each of the Banks pro rata in accordance with
their respective Commitment Percentages. Each reduction of the Commitment Amount
shall reduce the Commitments of the Banks pro rata in accordance with their
respective Commitment Percentages. Upon the effective date of any reduction or
termination of the Commitment Amount in accordance with this Section2.3, the
Company shall pay to the Agent for the respective accounts of the Banks the full
amount of any Commitment Fee then accrued on the amount of the reduction. No
reduction of the Commitments of the Banks shall be subject to reinstatement.

Section 2.4. NOTES.

(a) The Indebtedness of the Company resulting from the Loans made to
the Company shall be evidenced by Notes executed and delivered by the Company to
the Banks on the date of this Agreement in substantially the form of Exhibit A
hereto representing the obligation of the Company to pay to each Bank an amount
equal to its Commitment or if

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18
less, the aggregate unpaid principal amount of all Loans made by such Bank to
the Company hereunder, plus interest accrued thereon.

(b) All Loans made to the Company by the Banks shall be recorded by the
Banks and all payments made on account of principal thereof shall be similarly
recorded. Any failure of the Banks to record a transaction in a timely fashion
shall not affect or impair the validity of any Obligation.

Section2.5. REQUESTS FOR LOANS. Each Loan to the Company comprised of
Base Rate Amounts shall be on notice to the Agent given not later than 3:30 P.M.
(Philadelphia time) on the Business Day prior to the proposed Drawdown Date.
Each Loan to the Company comprised of Adjusted C/D Rate Amounts or LIBO Rate
Amounts shall be on notice to the Agent given not later than 9:00 A.M. (London
time) on the second Business Day prior to the proposed Drawdown Date. Each such
notice shall be by telephone or telecopy, in each case confirmed in writing by
the Company, delivered to the Agent at its address specified from time to time
by the Agent. The Agent shall promptly, but in no event later than 5:00 P.M.
(Philadelphia time) on the requisite Business Day, notify the Banks of the
contents of each such notice.

Each such notice delivered by the Company shall specify the aggregate
principal amount of Loans requested, the proposed Drawdown Dates of the Loans
requested, any Adjusted C/D Amounts or LIBO Rate Amounts of the Loans requested
and the duration of the initial Interest Period(s) applicable to any such
Adjusted C/D Amounts or LIBO Rate Amounts. Each such notice shall obligate the
Company to accept the Loans requested from the Banks on the proposed Drawdown
Date therefor. Each request for a loan made hereunder shall be in a minimum
aggregate amount specified in Section 3.1. The Banks will cause the aggregate
amount of such Loan to be made available to the Company in accordance with the
provisions of Section2.7 hereof.

Section 2.6. INTEREST ON LOANS.

(a) Except as provided in Section3.3 hereof, (i) Base Rate Amounts of
the Loans outstanding from time to time shall bear interest at the Base Rate,
(ii) Adjusted C/D Rate Amounts of the Loans shall bear interest during the
Interest Period relating thereto at the Adjusted C/D Rate, and (iii) LIBO Rate
Amounts of the Loans shall bear interest during the Interest Period relating
thereto at the LIBO Rate. Interest on the Loans shall be payable in accordance
with Section3.1(a) hereof.

(b) Each Applicable Margin will be determined from time to time based
on the ratio of Debt to Total Capital. Upon receipt by the Agent of the
quarterly financial statements required to be delivered pursuant to Section 7.3,
the Agent shall determine the ratio of Debt to Total Capital as of the end of
the quarter covered by such statements. The Agent shall thereupon determine the
Applicable Margin(s) corresponding to such ratio as set

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forth in Schedule 2 hereto. Any adjustment to the Applicable Margin(s) shall
become effective three Business Days following receipt by the Agent of the
financial statements required pursuant to Section 7.3 hereof or, if the Company
fails to provide financial statements within the time period required by Section
7.3 hereof, and such financial statements cause the Applicable Margin(s) to
increase, such adjustment of the Applicable Margin(s) shall become effective
retroactive to the date three Business Days following the date the financial
statements were required under Section 7.3 to be furnished (provided, however,
that the determination of the Applicable Margin(s) in effect as of the Closing
Date shall be based upon the financial statements dated December 31, 1997, and
shall remain in effect until such time as the Agent shall receive more current
financial statements).

Section 2.7. PREPAYMENTS.

The Company shall have the right to repay Adjusted C/D Rate Amounts or
LIBO Rate Amounts of the Loans made to the Company hereunder as a whole or in
part, on the last day of the Interest Period relating thereto, without premium
or penalty. The Company shall also have the right at any time, upon one (1)
Business Days notice to the Agent, to prepay Base Rate Amounts of the Loans, as
a whole or in part, without premium or penalty; provided that each partial
prepayment shall be in the aggregate principal amount of $100,000 or an integral
multiple thereof. Subject to the conditions of Section2.1 hereof, amounts so
prepaid may be reborrowed. In addition, the Company may, upon three (3) Business
Days written, telegraphic or telephonic notice to the Agent, prepay all, but not
less than all, of the Adjusted C/D Rate Amounts or LIBO Rate Amounts of the
Loans subject to a particular Interest Period on a date other than the last day
of the Interest Period relating thereto; provided, that upon any such prepayment
and upon any other prepayment (by acceleration or otherwise), the Company shall
pay to the Agent, for the respective accounts of the Banks, on a pro rata basis,
a sum which shall be determined by the Agent, which determination shall be
conclusive in the absence of manifest error, in the following manner after each
such payment:

(a) First, the Agent shall determine the amount (the
"Installment Amount") by which (i) the total amount of interest which
would have accrued hereunder on each installment of principal so
prepaid, (calculated on the assumption that the applicable margin for
such principal amount is zero) during the period beginning on the date
of such payment and ending on the last day of the Interest Period
relating thereto (the "Reemployment Period") exceeds (ii) the total
amount of interest which would accrue, during the Reemployment Period,
at the Agent's reinvestment rate, as determined by the Agent in its
sole discretion at or about the time of such payment, on an amount
equal to the Adjusted C/D Rate Amounts or LIBO Rate Amounts so prepaid;

(b) Second, each Installment Amount shall be treated as
payable on the last day of the Interest Period relating to the Adjusted
C/D Rate Amounts or LIBO Rate Amounts prepaid.

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(c) Third, the amount to be paid shall be the present value of
the Installment Amount determined by discounting the amount thereof
from the date on which the Installment Amount is to be treated as
payable, at the same annual interest rate as the reinvestment rate
determined as aforesaid by the Agent.

Each prepayment made pursuant to this Section2.6 shall be accompanied by the
payment of accrued interest on the principal prepaid to the date of prepayment.

Section 2.8. FUNDS FOR LOANS. Each Bank will, upon receiving notice
from the Agent of any request by the Company for Loans pursuant to Section2.5,
become and be obligated to make available to the Agent not later than 3:00 p.m.
(Philadelphia time) on the proposed Drawdown Date, in funds immediately
available for credit to the Company's account at First Union National Bank, an
aggregate amount in dollars equal to such Bank's Commitment Percentage of the
Loan requested. Upon satisfaction of the conditions set forth in Sections5
and 6, as applicable, the Agent will cause the aggregate amount of such funds
actually received by the Agent from the Banks to be credited to the Company's
account. The failure or refusal of any Bank to make available to the Agent at
the aforesaid time on any Drawdown Date the amount of the Loan to be made by
such Bank thereon shall not relieve the other Banks from their several
obligations hereunder to make their respective Commitment Percentages of any
requested Loans.

Section 2A LETTERS OF CREDIT.

Section 2A.1 COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to and upon
the terms and conditions set forth herein, the Company may request First Union
National Bank (the "Issuing Bank") at any time and from time to time prior to
the Maturity Date, to issue, and subject to the terms and conditions contained
herein the Issuing Bank shall issue, for the account of the Company, one or more
Letters of Credit in such form as is approved by the Issuing Bank in its sole
discretion. Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the stated amount of which, when added to the Loans outstanding at such
time would exceed the Commitment Amount, (ii) no Letter of Credit shall be
issued the stated amount of which, when added to any other Letters of Credit
outstanding at such time, would exceed $10,000,000, (iii) no Letter of Credit
shall be issued unless the Company shall have first executed and delivered to
the Issuing Bank all Letter of Credit Documents reasonably requested by the
Issuing Bank, and (iv) each of the conditions specified in Section6 (other than
Section6.5) shall have been satisfied on the date of issuance. In addition, no
Letter of Credit shall bear an expiration date later than two years from
issuance, or in any event later than [______________], and no Letter of Credit
shall contain any term or provision that extends the expiration date or
otherwise renews the Letter of Credit without explicit action being taken by the
Issuing Bank.

Section 2A.2 REQUESTS FOR LETTERS OF CREDIT. Whenever the Company
desires that a Letter of Credit be issued for its account, the Company shall
give the Issuing Bank at least five

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Business Days prior written notice thereof. Each such request shall specify the
amount and purpose of such Letter of Credit. The execution and delivery of each
request for a Letter of Credit shall be deemed to be a representation and
warranty by the Company that such Letter of Credit may be issued in accordance
with, and will not violate the requirements of this Section 2A. Unless the
Issuing Bank has received notice from the Majority Banks before it issues the
Letter of Credit that one or more required conditions are not satisfied or that
the issuance would violate this Section 2A, the Issuing Bank may issue the
requested Letter of Credit in accordance with this Agreement and the Issuing
Bank's usual and customary practices.

Section 2A.3 PRO RATA SHARE, ETC. Immediately upon the issuance by the
Issuing Bank of any Letter of Credit, the Issuing Bank shall be deemed to have
sold and transferred to each Bank (other than the Issuing Bank), and each such
Bank shall be deemed irrevocably and unconditionally to have purchased and
received from the Issuing Bank, without recourse or warranty, an undivided
interest and participation, to the extent of such Bank's Commitment Percentage,
in such Letter of Credit, each substitute Letter of Credit, each drawing made
thereunder, and the obligations of the Company under this Agreement, the Letter
of Credit Documents and any security therefor or guaranty pertaining thereto. In
determining whether to pay under any Letter of Credit, the Issuing Bank shall
have no obligation relative to the Banks other than to confirm that any
documents required to be delivered under such Letter of Credit appear to have
been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by the Issuing Bank under or in connection with any Letter of Credit, if taken
or omitted in the absence of gross negligence or wilful misconduct, shall not
create for the Issuing Bank any resulting liability to any Bank.

Section 2A.4 BANKS' OBLIGATION TO FUND. In the event that the Issuing
Bank makes any payment under any Letter of Credit and the Company shall not have
funded or otherwise reimbursed such amount in full in cash to the Issuing Bank
as required by Section2A.5 or the Letter of Credit Documents, the Issuing Bank
shall promptly notify each Bank of such failure, and each Bank shall promptly
and unconditionally pay to the Issuing Bank the amount of such Bank's Commitment
Percentage of such unreimbursed payment and in same day funds. Such payment
shall be made to the Issuing Bank at its address for notices set forth in
Section 15. If prior to 11:00 a.m. on any Business Day the Issuing Bank notifies
any Bank that it has funded or is required to fund a payment under a Letter of
Credit, such Bank shall make its required payment on the same day. If and to the
extent such Bank shall not have made its Commitment Percentage of the amount of
such payment available to the Issuing Bank, such Bank agrees to pay the Issuing
Bank on demand such amount together with interest for each day from such date
until the day such amount is paid to the Issuing Bank at the Federal Funds Rate
plus 50 basis points. The failure of any Bank to make available to the Issuing
Bank its Commitment Percentage of any payment under any Letter of Credit shall
not relieve any other Bank of its obligation hereunder to make available to the
Issuing Bank its Commitment Percentage of any payment under any Letter of Credit
on the date required, but no Bank shall

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be responsible for the failure of any other Bank to make available to the
Issuing Bank such other Bank's Commitment Percentage of any such payment. If the
Issuing Bank receives a payment of a reimbursement obligation as to which the
Issuing Bank has received any payments from the Banks pursuant to this Section
2A.4, the Issuing Bank shall promptly pay to each Bank which has paid its
Commitment Percentage thereof, an amount equal to such Bank's Commitment
Percentage of such reimbursement. The obligations of the Banks to make payments
to the Issuing Bank with respect to Letters of Credit shall be irrevocable and
not subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances.

Section 2A.5 REIMBURSEMENT BY THE COMPANY. The Company agrees to
reimburse the Issuing Bank in immediately available funds for any payment made
by the Issuing Bank under any Letter of Credit issued for the account of the
Company, all as may be further set forth in the Letter of Credit Documents. In
the event of any conflict between this Agreement and the Letter of Credit
Documents, the Letter of Credit Documents shall prevail.

Section 2A.6 LETTER OF CREDIT FEES.

(a) Not later than three Business Days prior to the date of issuance of
each Letter of Credit, the Company shall pay to the Issuing Bank with respect to
such Letter of Credit an issuance fee equal to one-eighth of one percent (1/8%)
on the stated amount thereof. In addition, so long as any Letter of Credit is
outstanding, the Company shall pay a fee to the Issuing Bank, for the respective
accounts of the Banks in accordance with their respective Commitment
Percentages, at the applicable rate per annum set forth on Schedule 2 hereto,
calculated on the stated amount of such Letter of Credit. Such fee shall be
payable quarterly in arrears on the first Business Day of each fiscal quarter,
with a final payment on the expiration date of such Letter of Credit.

(b) Each applicable fee will be determined from time to time based on
the ratio of Debt to Total Capital. Upon receipt by the Agent of the quarterly
financial statements required to be delivered pursuant to Section 7.3, the Agent
shall determine the ratio of Debt to Total Capital as of the end of the
quarterly period covered by such statements. The Agent shall thereupon determine
the applicable fee corresponding to such ratio as set forth in Schedule 2
hereto. Any adjustment to the applicable fee shall become effective three
Business Days following receipt by the Agent of the financial statements
required pursuant to Section 7.3 hereof or, if the Company fails to provide
financial statements within the time period required by Section 7.3 hereof, and
such financial statements cause the applicable fee to increase, such adjustment
of the applicable fee shall become effective retroactive to the date three
Business Days following the date the financial statements were required under
Section 7.3 to be furnished (provided, however, that the determination of the
applicable fee in effect as of the Closing Date shall be based upon the
financial statements dated December 31, 1997, and shall remain in effect until
such time as the Agent shall receive more current financial statements).

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SECTION 3. INTEREST; PAYMENTS AND COMPUTATIONS, FEES.

Section 3.1. INTEREST.

(a) ELECTIONS. At the option of the Company, so long as no Default or
Event of Default has occurred and is then continuing, the Company may elect from
time to time to have a portion of the unpaid principal of the Loans outstanding
from time to time bear interest calculated by reference to the Base Rate, the
Adjusted C/D Rate or the LIBO Rate, provided that any portion of the Loans
selected to bear interest at the Base Rate shall be in an amount not less than
$100,000 or some greater integral multiple of $100,000 and any portion of the
Loans selected to bear interest at the Adjusted C/D Rate or the LIBO Rate shall
be in an amount not less than $100,000 or some greater integral multiple of
$100,000 with respect to any single Interest Period. Any election by the Company
to have interest calculated by reference to the Base Rate, the Adjusted C/D Rate
or the LIBO Rate shall be made by notice (which shall be irrevocable) to the
Agent as provided in Section2.4 and shall specify the Adjusted C/D Rate Amounts
or LIBO Rate Amounts requested and the date of commencement and duration of the
proposed Interest Period (which must be 30, 60, 90 or 180 days in the case of
Adjusted C/D Rate Amounts and 1, 2, 3 or 6 months for LIBO Rate Amounts). Each
election of an Adjusted C/D Rate or LIBO Rate shall lapse at the end of the
expiring Interest Period unless extended by a further election notice as
hereinbefore provided. Interest on each Base Rate Amount shall be payable
monthly in arrears on the first day of every fiscal month for the immediately
preceding month. Interest on each Adjusted C/D Rate Amount or LIBO Rate Amount
shall be payable (i) on the last day of each Interest Period relating thereto or
(ii) if any Interest Period is longer than ninety (90) days, on the last day of
each ninety-day period following the commencement of such Interest Period and on
the last day of such Interest Period.

(b) NOTICES AS TO ADJUSTED C/D RATE AND LIBO RATE. The Agent shall
notify the Company and the Banks of its determination of any Adjusted C/D Rate
or LIBO Rate. Each such notice shall, absent manifest error, be binding upon the
Company and the Banks.

(c) SUBSTITUTION OF BASE RATE. If, with respect to any Interest Period, the
Agent is unable to determine the Adjusted C/D Rate or the LIBO Rate relating
thereto, or adverse or unusual conditions in or changes in applicable law
relating to the applicable certificate of deposit or interbank eurodollar market
make it illegal or, in the reasonable judgment of any Bank (the "Affected
Bank"), impracticable, to fund therein any of the Loans or make the projected
Adjusted C/D Rate or LIBO Rate unreflective of the actual costs of funds
therefor to the Affected Bank, or if it shall become unlawful for the Affected
Bank to charge interest on the Loans on an Adjusted C/D Rate or LIBO Rate basis,
then in any of the foregoing events the Affected Bank shall so notify the
Company, the Agent and the other Banks (which notice shall be conclusive and
binding upon the Company absent manifest error) and thereafter, all Loans made
by the Affected Bank shall bear interest and be calculated and payable in
respect of such projected Interest Period (and thereafter for so long as the

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conditions referred to in this sentence shall continue) by reference to the Base
Rate in accordance with Section 2.5.

(d) ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Bank to make or maintain
LIBO Rate Amounts, such Bank shall forthwith give notice of such circumstances
to the Company, the Agent and the other Banks and thereupon (a) the Commitment
of such Bank to make LIBO Rate Amounts or convert Loans to LIBO Rate Amounts
shall forthwith be suspended and (b) such Bank's Loans then outstanding as LIBO
Rate Amounts, if any, shall be converted automatically to Base Rate Amounts on
the last day of each Interest Period applicable to such LIBO Rate Amounts or
within such earlier period as may be required by law. The Company hereby agrees
promptly to pay the Agent for the account of such Bank, upon demand by such
Bank, any additional amounts necessary to compensate such Bank for any costs
incurred by such Bank in making any conversion in accordance with this
Section3.1(d), including any interest or fees payable by such Bank to lenders of
funds obtained by it in order to make or maintain its LIBO Rate Amounts
hereunder.

(e) CHANGES IN RESERVE REQUIREMENT. If, as a consequence of (i) any
reserve or special deposit or liquidity or similar requirements hereafter
increased, imposed, modified or determined to be applicable by any government or
regulatory authority, bureau or agency or (ii) any other change in law or
regulation or the interpretation thereof or (iii) any other change in or
requirement of the applicable interbank eurodollar markets for dollar deposits
affecting banks generally therein, additional costs are incurred by any Bank of
making, funding or maintaining the Loans on either an Adjusted C/D Rate or a
LIBO Rate basis which cannot be computed as part of the respective interest
rate, then the Agent shall, after consultation with the Company and the other
Banks, prepare a new formula for compensating such Bank for such aforesaid
additional costs. The Agent shall furnish a copy of any such new formula to the
Company and the Banks and the respective interest rate shall thereafter be
determined pursuant to such new formula. Any such determination by the Agent
shall be conclusive and binding on the Company in the absence of manifest error.

(f) INCREASED COSTS. In the event that any Bank shall suffer any
additional loss or expense or liability in connection with the calculation or
charging of interest on an Adjusted C/D Rate or LIBO Rate basis (other than
taxes based upon such Bank's net income, gross receipts or profits or taxes
which would be imposed whether or not such Bank makes loans bearing interest
calculated by reference to the Adjusted C/D Rate or the LIBO Rate) which (i) is
not provided for by Sections2.6, 3.1(c), 3.1(d), 3.1(e) or 3.8 hereof and
(ii) results from (x) any payment or prepayment (whether by acceleration or
otherwise) of all or any part of the Adjusted C/D Rate Amounts or LIBO Rate
Amounts of the Loans on a date other than the last day of the related Interest
Period specified in the Company's notice thereof, (y) the compliance by such
Bank with any guideline or request, from any central bank or other governmental
authority (whether or not having the force of law), or (z) any withholding tax,

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impost, duty or deduction which the Company is required by law to effect, then
the Company shall forthwith upon demand by such Bank reimburse such Bank in full
for such loss, expense or liability (and in the case of any withholding tax or
other deduction, pay such amount as would result in such Bank's receiving the
same amount as it would have received hereunder had no such withholding or
deduction been made). A claim by any Bank for all or any part of any additional
amount required to be paid by the Company pursuant to this Section3.1(f) may be
made before and/or after the end of the Interest Period to which such claim
relates or during the Interest Period in which such claim has arisen and before
and/or after any repayment or prepayment, to which such claim relates, of any
Adjusted C/D Rate Amounts or LIBO Rate Amounts owed hereunder. A Bank
Certificate as to the amount and calculation of such loss, expense or liability,
submitted to the Company by such Bank, shall be conclusive and binding for all
purposes, except for manifest error. Such Bank shall in good faith use
reasonable efforts to minimize the amount of any such costs.

Section 3.2. CONCERNING INTEREST PERIODS. No Interest Period for Loans
may be selected by the Company if such Interest Period ends after the Maturity
Date. If any Interest Period would otherwise end on a day which is not a
Business Day for Adjusted C/D Rate or LIBO Rate purposes, as applicable, that
Interest Period, shall end on the next succeeding Business Day.

Section 3.3. INTEREST ON OVERDUE AMOUNTS. Overdue principal and (to the
extent permitted by applicable law) interest on the Loans and all other overdue
amounts payable hereunder shall bear interest payable on demand at a rate per
annum equal to two percent (2%) above the Base Rate, whether or not any LIBO
Rate or Adjusted C/D Rate would otherwise have been applicable thereto, until
such amount shall be paid in full (after as well as before judgment).

Section 3.4. PAYMENTS. All payments of principal of and interest on
Loans made to the Company and any other amounts due hereunder shall be made by
the Company to the Agent, for the pro rata benefit of the Banks, in immediately
available funds in accordance with the payment instructions set forth on
Schedule 3 hereof. All payments by the Company hereunder and under any of the
other Loan Documents shall be made without setoff or counterclaim.

Section 3.5. COMPUTATIONS. All computations of interest on the Loans
and of Commitment, Facility or other fees payable in connection herewith shall,
unless otherwise expressly provided herein, be based on a 360-day year and paid
for the actual number of days elapsed, except that computations of interest on
Base Rate Amounts shall be based on a 365/366-day year. Whenever a payment
hereunder or under the Notes becomes due on a day which is not a Business Day,
the due date for such payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension.

Section 3.6. COMMITMENT FEE.

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(a) The Company agrees to pay to the Agent, for the respective accounts
of the Banks in accordance with their respective Commitment Percentages, a
"Commitment Fee" at the applicable rate per annum set forth on Schedule 2
hereto, calculated on the average daily amount during each calendar quarter or
portion thereof from the Closing Date through the Maturity Date by which the
Commitment Amount exceeds the sum of the aggregate principal amount of the Loans
outstanding during such calendar quarter plus the aggregate amount of any
Letters of Credit outstanding during such calendar quarter. The Commitment Fee
shall be payable quarterly in arrears on the first Business Day of each fiscal
quarter for the preceding fiscal quarter, with a final payment on the Maturity
Date, or any earlier date on which the Commitments shall terminate.

Section 3.7. CLOSING FEES. In addition to the Commitment Fee payable
hereunder, the Company agrees to pay to the Agent, for the respective accounts
of the Banks, closing fees equal to 5.0 basis points on each Bank's Commitment
hereunder.

Section 3.8. AGENT FEES. The Company shall pay to the Agent for its own
account, an annual fee in the amount set forth in the Summary of Terms and
Conditions dated March 27, 1998, delivered by the Agent to the Company. Such fee
shall be payable on the Closing Date and on each anniversary of the date of this
Agreement.

Section 3.9. ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT
FACILITIES. If any change in law or governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) or the
interpretation thereof by a court or governmental authority with appropriate
jurisdiction or compliance with any existing law or governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) or the interpretation thereof by a court or governmental authority with
appropriate jurisdiction

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imposes, increases or renders applicable after the Closing Date any special
deposit or reserve or liquidity or other similar requirements (whether or not
having the force of law) against credits held by, or deposits in or for the
account of, or Loans or Letters of Credit by any office of any Bank or otherwise
affects the amount of capital required or expected to be maintained by any of
the Banks or any corporation controlling any of the Banks and such Bank
reasonably determines that the amount of such deposits, reserves or capital
required is increased by or based upon the existence of the credit facilities
established hereunder, the Loans made pursuant hereto, any Letters of Credit
issued hereunder, or upon agreements or loans of the type contemplated hereby,
then such Bank may notify the Company of such fact. To the extent that such
increased capital requirements are not reflected in any Base Rate, Adjusted C/D
Rate or LIBO Rate applicable to the Loans, or the fees applicable to the Letters
of Credit, the Company and such Bank shall thereafter attempt to negotiate an
adjustment to the fees payable in connection herewith which will adequately
compensate such Bank in light of these circumstances. If the Company and such
Bank are unable to agree to such adjustment within 30 days of the day on which
the Company receives such notice, then commencing on the date of any such notice
(but not earlier than the effective date of any such change), the fees payable
in connection herewith shall increase by an amount which will, in such Bank's
reasonable determination, provide adequate compensation.

SECTION 4. REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants to the Banks and the Agent as follows:

Section 4.1. CORPORATE EXISTENCE.

(a) The Company (i) is a real estate investment trust duly organized,
validly existing and in good standing under the laws of the State of Maryland,
and (ii) has adequate power and authority and full legal right to own or to hold
under lease its properties and to carry on the business in which it is presently
engaged. The Company is qualified, licensed, admitted or approved to do business
as a foreign business entity in each jurisdiction wherein the character of the
properties owned or held under lease by it, or the nature of the business
conducted by it, makes such qualification necessary, except where such failure
to qualify would not have a material adverse effect on the financial condition,
properties or business of the Company and would not have any adverse effect on
the enforceability of the Loan Documents.

(b) The Company has adequate power and authority and has full legal
right to enter into each of the Loan Documents to which it is or is to become a
party, to perform, observe and comply with all of its agreements and obligations
under each of such documents, and to make all of the borrowings contemplated by
this Agreement.

Section 4.2. SUBSIDIARIES. The Company has no Subsidiaries.

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Section 4.3. AUTHORITY, ETC. The execution and delivery by the Company
of each of the Loan Documents to which it is or is to become a party, the
performance by the Company of all of its agreements and obligations under each
of such documents and the making by the Company of all of the borrowings
contemplated by this Agreement as and when such borrowings are made, have been
duly authorized by all necessary action on the part of the Company and its
shareholders and do not (i) contravene any provision of its charter or by-laws,
(ii) conflict with, or result in a breach of any material term, condition or
provision of, or constitute a default under or result in the creation of any
mortgage, lien, pledge, charge, security interest or other encumbrance upon any
of its property under, any agreement, trust deed, indenture, mortgage or other
instrument to which it is or may become a party or by which it or any of its
property is or may become bound or affected, (iii) violate or contravene any
provision of any law, regulation, order or judgment of any court or governmental
or regulatory, bureau, agency or official except where such violation or
contravention would not materially adversely affect the Company and would not
have any effect on the enforceability of the Loan Documents, (iv) require any
waivers, consents or approvals by any of the creditors of the Company, or (v)
require any consents or approvals by any shareholders of the Company (except
such as will be duly obtained on or prior to the Closing Date and will be in
full force and effect on and as of the Closing Date), or (vi) require any
approval, consent, order, authorization or license by, or giving notice to, or
taking any other action with respect to, any governmental or regulatory
authority or agency under any provision of any applicable law, except those
actions which have been taken or will be taken prior to the Closing Date or
where the failure to do so would not result in a material adverse effect on the
Company and would not have any effect on the enforceability of the Loan
Documents.

Section 4.4. BINDING EFFECT OF DOCUMENTS, ETC. The Company has duly
executed and delivered each of the Loan Documents to which it is a party and
each of such documents is in full force and effect. The agreements and
obligations of the Company contained in each of the Loan Documents to which it
is a party constitute its legal, valid and binding obligations enforceable
against it in accordance with their respective terms except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors' rights and
except to the extent that the availability of the remedy of specific performance
or injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.

Section 4.5. NO EVENTS OF DEFAULT, ETC. No Event of Default has
occurred and is continuing. No event has occurred and is continuing, and no
condition exists within the knowledge of the Company which would, with notice or
the lapse of time, or both, constitute an Event of Default.

Section 4.6. TITLE TO PROPERTIES; LEASES. Except as indicated on
Exhibit B hereto, the Company owns all of its assets reflected in the balance
sheet of the Company as at December 31, 1997, or acquired since that date
(except property and assets sold or otherwise disposed

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of in the ordinary course of business since that date), subject to no mortgages,
leases, liens or other encumbrances except those permitted by Section 7.11
hereof.

Section 4.7. FINANCIAL STATEMENTS. There has been furnished to the
Banks Financial Statements of the Company and balance sheets and related
statements of income for each of the Company's Health Care Facilities which is
leased to UHS, in each case as of and for the year ended December 30, 1997,
certified in the case of the Financial Statements of the Company by the
Company's Chief Financial Officer or Treasurer. All of the foregoing Financial
Statements of the Company have been prepared in accordance with GAAP and fairly
present the financial condition and results of operations of the Company, as at
the close of business on the dates and for the periods then ended. There are no
contingent liabilities of the Company involving material amounts which are not
disclosed in its Financial Statements.

Section 4.8. NO MATERIAL CHANGES, FULL DISCLOSURE, ETC. Since December
31, 1997, in the Company's reasonable belief there have occurred no material
adverse changes in the financial condition or business of the Company as shown
on or reflected in the balance sheet or footnotes thereto of the Company at
December 31, 1997, other than changes in the ordinary course of business which
have not had any material adverse effect either individually or in the aggregate
on the financial condition, properties or business of the Company. No
representation or warranty made by the Company in this Agreement, the other Loan
Documents or in any agreement instrument, document, certificate, statement or
letter furnished to the Banks or the Agent by or on behalf of the Company in
connection with any of the transactions contemplated by any of the Loan
Documents contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances in which they are made. Except as
disclosed in writing to the Banks and the Agent, there is no fact known to the
Company which, in the Company's reasonable belief, materially adversely affects,
or would in the future materially adversely affect, the financial condition,
properties or business of the Company.

Section 4.9. PERMITS; PATENTS; COPYRIGHTS. The Company possesses all
franchises, patents, copyrights, trademarks, tradenames, licenses and permits
and rights in respect of the foregoing, adequate for the conduct of its business
substantially as now conducted without known conflict with any rights of others.

Section 4.10. LITIGATION. Except as described on Exhibit B, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against the Company before any court, tribunal or administrative
agency or board which, if adversely determined, might, either in any case or in
the aggregate materially adversely affect the financial condition, properties or
business of the Company or materially impair the right of the Company to carry
on business substantially as now conducted, or result in any substantial
liability not

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adequately covered by insurance, or which question the validity of this
Agreement or the Notes, or any action taken or to be taken pursuant hereto or
thereto.

Section 4.11. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. The Company
is not violating any provision of its declaration of trust or by-laws or any
agreement or instrument by which it or any of its properties may be bound or any
decree, order, judgment, or, to the knowledge of the Company's Officers, any
statute, license, rule or regulation, including without limitation, the
provisions of the Code and related regulations governing real estate investment
trusts, ERISA and environmental laws, in a manner which could result in the
imposition of substantial penalties or materially and adversely affect the
financial condition, properties or business of the Company.

Section 4.12. TAX STATUS. The Company has made or filed all federal and
state income and, all other tax returns, reports and declarations required by
any jurisdiction to which it is subject; and has paid all taxes and other
governmental assessments and charges shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith;
and has set aside on its books provisions reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

Section 4.13. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. The Company
is not a "holding company", or a "subsidiary company" of a "holding company", or
an "affiliate" of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935; nor is it an "investment company", or an
"affiliated company" or a "principal underwriter" of an "investment company", as
such terms are defined in the Investment Company Act of 1940.

Section 4.14. ABSENCE OF FINANCING STATEMENTS, ETC. Except as indicated
on Exhibit B hereto, there is no financing statement, security agreement,
chattel mortgage, real estate mortgage or other document executed by the Company
filed or recorded with any filing records, registry, or other public office of
any jurisdiction, which purports to cover, affect or give notice of any present
or possible future lien on, or security interest in, any assets or property of
the Company or rights thereunder.

Section 4.15. CERTAIN TRANSACTIONS. Except for arm's length
transactions pursuant to which the Company makes payments in the ordinary course
of business upon terms no less favorable than the Company could obtain from
third parties, none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company having a value in excess
of $250,000 (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from,

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or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.

Section 4.16. PENSION PLANS. The Company neither maintains nor
contributes to any Pension Plan.

Section 4.17. YEAR 2000. The Company has taken all action reasonably
necessary to assess the risk that the computer applications it uses in its
business may be unable to properly perform date sensitive functions on or after
December 31, 1999. The Company is in the process of taking all remedial action
necessary to avoid such risk and expects to complete such action on or before
June 30, 1999. To the knowledge of the Company, no third party with which the
Company has any material contractual relationship has identified any similar
risk in its own computer applications which it is not addressing and which, if
not properly addressed, would be likely to have a material adverse effect on the
business, financial condition or operations of the Company.

Section 5. EFFECTIVE DATE. This Agreement shall be effective as of the
date (the "Effective Date") on which all of the conditions set forth below shall
have been satisfied or waived in writing by the Agent and each of the Banks:

(a) Each Bank, the Agent and the Company shall have executed
and delivered this Agreement.

(b) The Banks shall have received from the Company:

(i) a certificate of recent date of the Secretary of
State of Maryland as to the good standing of the Company;

(ii) a certificate from the President, Chief
Financial Officer or Treasurer of the Company certifying that
the representations and warranties of the Company set forth
herein are true and correct both on the date hereof and as of
the Effective Date as if such representations and warranties
were made on the Effective Date.

(iii) a certificate from the Secretary or an
Assistant Secretary of the Company certifying as to the
declaration of trust and bylaws of the Company and the
resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this
Agreement;

(iv) an incumbency certificate from the Secretary or
an Assistant Secretary of the Company certifying to the
signatures and status of the officers signing this Agreement;

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(v) Notes, each duly executed by the Company and dated
the Effective Date, equal in principal amount to the respective amounts
of the Commitments; and

(vi) an opinion of counsel for the Company,
substantially in the form of Exhibit C hereto and otherwise
satisfactory to the Agent and the Banks.

(c) The Company shall have paid to the CoreStates Securities
Corp., as syndication agent, all structuring and arrangement fees due and
payable to such agent.

(d) The Company shall have paid to the Banks and the Agent all
Commitment Fees, Closing Fees and any other fees required to be paid prior to or
on the Effective Date in connection with the execution and delivery of this
Agreement, together with all legal fees and expenses incurred by the Agent in
connection with this Agreement.

Section 6. CONDITIONS TO LOANS.

Section 6.1. CONDITIONS TO LOANS. The obligation of the Banks to make
any Loan hereunder is subject to the satisfaction of the following conditions
precedent:

(a) LEGALITY OF TRANSACTIONS. It shall not be unlawful (a) for
any Bank to perform any of its agreements or obligations under any of the Loan
Documents to which such Bank is a party on the Drawdown Date of such Loan or (b)
for the Company to perform any of its material agreements or obligations under
any of the Loan Documents to which the Company is a party on such date.

(b) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by or on behalf of the Company to the Banks
in this Agreement or any other Loan Document or incorporated by reference herein
or therein shall be true and correct in all material respects when made and
shall, for all purposes of this Agreement, be deemed to be repeated on and as of
the date of the Company's notice of borrowing for such Loan and on and as of the
Drawdown Date of such Loans and shall be true and correct in all material
aspects on and as of each of such dates, except, in each case, as affected by
the consummation of the transactions contemplated by the Loan Documents.

(c) PERFORMANCE, ABSENCE OF DEFAULT, ETC. The Company shall
have duly and properly performed, complied with and observed in all material
respects each of its covenants, agreements and obligations contained in Section
7 hereof, and shall have duly and properly performed, complied with and observed
in all material respects its covenants, agreements, and obligations in all other
articles of this Agreement and any of the other Loan Documents to which it is a
party or by which it is bound on the Drawdown Date for such Loan. No event shall
have occurred on or prior to such date and be continuing on such date, and no
condition shall exist on such date, which constitutes a Default or an Event of
Default.

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(d) MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the financial condition, assets, nature of the assets,
operations or prospects of the Company since the date of the most recently
delivered Financial Statements of the Company.

(e) NOTICE OF BORROWING. The Company shall provide the Agent
and the Banks with notice of any Loans to be made as set forth in Section 2.4
herein.

Section 6.2. CONDITIONS TO FIRST LOAN. The obligation of the Banks to
make the first Loan under this Agreement shall be subject to the satisfaction of
the following additional conditions precedent:

(a) PROCEEDINGS AND DOCUMENTS. All corporate, governmental and
other proceedings in connection with the transactions contemplated by the Loan
Documents and all instruments and documents incidental thereto shall be in form
and substance reasonably satisfactory to the Agent and the Agent shall have
received (with copies for each Bank) all such counterpart originals or certified
or other copies of all such instruments and documents as the Agent shall have
reasonably requested.

(b) CONSENTS. The Company shall have provided to the Agent
evidence satisfactory to the Agent that all governmental, shareholder and third
party consents and approvals necessary in connection with the transactions
contemplated hereby have been obtained and remain in effect.

(c) PROJECTIONS. The Banks shall have received financial
projections for the Company covering the current year and the following four
years, all in form and content satisfactory to the Banks.

Section 7. COVENANTS OF THE COMPANY. The Company covenants and agrees
that, so long as any portion of any Loan or Note or Letter of Credit is
outstanding or the Banks have any obligation to make any Loan or issue any
Letter of Credit hereunder, unless the Banks otherwise agree, in writing:

Section 7.1. PUNCTUAL PAYMENT. The Company will duly and punctually pay
or cause to be paid the principal and interest on the Loans, the Commitment
Fees, Closing Fees, any other fees payable in connection herewith and any other
amounts payable hereunder, all in accordance with the terms of this Agreement,
the Notes, and the Letter of Credit Documents.

Section 7.2. LEGAL EXISTENCE, ETC. The Company will maintain its legal
existence as a real estate investment trust and qualify as such under the Code
and will maintain its good standing under the laws of its jurisdiction of
organization, maintain its qualification to do business in each state in which
the failure to do so would have a material adverse effect on the financial
condition, properties or business of the Company, and maintain all of its rights
and franchises reasonably necessary to the conduct of its business. The Company
will

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furnish to the Agent and each Bank copies of all amendments to its declaration
of trust, by-laws or other organizational documents promptly upon their adoption
by the Company or its shareholders.

Section 7.3. FINANCIAL STATEMENTS, ETC. The Company will deliver to the
Agent and each Bank:

(a) within 90 days after the close of each fiscal year of the Company,
the Financial Statements of the Company for such year, setting forth in
comparative form the corresponding figures for the preceding year, accompanied
by a report and unqualified opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., Inc. or other firm
of independent certified public accountants selected by the Company and
acceptable to the Agent;

(b) within 45 days after the end of each fiscal quarter of the Company,
other than the final quarter in a fiscal year, (i) unaudited Financial
Statements of the Company, as of the end of such period and for such period then
ended, setting forth, in comparative form the corresponding figures for the
comparable period in the preceding fiscal year, and (ii) Financial Statements of
the Company for the period from the beginning of the current fiscal year to the
end of such period certified by the Chief Financial Officer or Treasurer of the
Company as having been prepared in accordance with GAAP (subject only to changes
from audit and year-end adjustments);

(c) at the delivery of each quarterly and annual Financial Statement, a
compliance certificate, substantially in the form of Exhibit D hereto, showing
compliance by the Company with the covenants set forth in Sections 7.5 -
7.8, and 7.10 hereof, together with a calculation showing the ratio of Debt to
Total Capital as of the end of such quarter;

(d) at the time of delivery of each quarterly and annual statement, a
certificate, executed by the chief executive officer or Chief Financial Officer
or Treasurer of the Company, stating that such officer has caused this Agreement
to be reviewed and has no knowledge of any Default by the Company during such
quarter or at the end of such year or, if such officer has such knowledge,
specifying each Default and the nature thereof;

(e) promptly upon receipt thereof, copies of all management letters and
other material reports which are submitted to the Company by its independent
accountants in connection with any annual or interim audit of the Company made
by such accountants;

(f) as soon as practicable but, in any event, within ten (10) Business
Days after the issuance thereof, copies of such other financial statements and
reports sent by the Company to its shareholders, copies of all press releases,
and copies of all regular and periodic reports which the Company may be required
to file with the Securities and Exchange Commission or any similar or
corresponding governmental commission, department or agency substituted
therefor;

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(g) promptly after the effective date, copies of any new, revised or
updated prospectus used by the Company to effect sales of its shares; and

(h) with reasonable promptness, such other information related to the
Company as the Agent or any Bank may reasonably request in writing.

Section 7.4. HEALTH CARE FACILITIES - FINANCIAL STATEMENTS, ETC. The
Company will use its best efforts to obtain from each operator of a Health Care
Facility leased by the Company or on which the Company holds a Mortgage Loan, a
consent to deliver to the Agent and each Bank copies of the financial
statements, notices and information described in (a), (b) and (d) below. The
Company will deliver to the Agent and each Bank:

(a) upon the later of receipt by the Company or, in the case of
quarterly information, 45 days after the close of the quarter, or in the case of
annual information, 90 days after the close of the year, copies of any quarterly
or annual balance sheets and statements of income of any operator of any Health
Care Facility leased by the Company or on which the Company holds a Mortgage
Loan and copies of any quarterly or annual balance sheets and statements of
income of any Person which is a guarantor of any such lease or loan, including
in each case a calculation by the Chief Financial Officer or Treasurer of the
Company of the applicable Facility Coverage Ratio;

(b) promptly upon receipt thereof by the Company, any notice of
deficiency with respect to any of its Health Care Facilities from any
governmental authority, licensing board or agency, or any notice of any inquiry,
proceeding, investigation, or other action with respect to any of its Health
Care Facilities, including, without limitation, any notice from any federal,
state or local environmental agency or board of potential liability, that could
materially affect the financial condition, properties or business of the
Company;

(c) upon request, an appraisal, made at the Company's expense (except
as limited hereby) in form and substance satisfactory to the Agent, of any
Health Care Facility of the Company (other than those leased to UHS or a UHS
Subsidiary) that has a Facility Coverage Ratio of less than 1.6 to 1.0 for the
most recent four fiscal quarters; provided that the Company shall not be
required to pay for more than one appraisal of any single Health Care Facility
during any period of twenty-four (24) consecutive months; and

(d) with reasonable promptness, such other information related to the
operators of such Health Care Facilities as the Agent or any Bank may reasonably
request in writing.

Section 7.5. TANGIBLE NET WORTH. The Company will maintain at all times
Tangible Net Worth of not less than $90,000,000.

Section 7.6. RATIO OF DEBT TO TOTAL CAPITAL. The Company will not
permit the ratio of Debt to Total Capital to exceed .55 to 1.0 at any time.

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Section 7.7. DEBT SERVICE COVERAGE RATIO. The Company will not permit
the Debt Service Coverage Ratio to be less than 1.25 to 1.0 at any time.

Section 7.8. DEBT TO CASH FLOW AVAILABLE FOR DEBT SERVICE. The Company
will not permit the ratio of its Debt to Cash Flow Available for Debt Service
(for the four most recently ended fiscal quarters) to be greater than 3.5 to 1.0
at any time.

Section 7.9. INDEBTEDNESS. The Company will not incur or permit to
exist or remain outstanding any Indebtedness to any Person provided, however,
that the Company may incur or permit to exist or remain outstanding:

(a) Indebtedness of the Company arising under this Agreement or the
other Loan Documents;

(b) Indebtedness in respect of taxes, including withholding and payroll
taxes, assessments, governmental charges or levies, and claims for labor,
materials and supplies to the extent that payment therefor is not at the time
required to be made in accordance with the provisions of Section 7.20;

(c) Indebtedness incurred in connection with the acquisition after the
date hereof of any real or personal property by the Company provided that the
aggregate principal amount of all such Indebtedness shall not exceed the lesser
of (i) 100% of the aggregate cost, to the Company of the real or personal
property so acquired and (ii) the fair market value of such acquired property,
determined on or about the time of such acquisition on the basis of an MAI
appraisal or such other valuation method as may from time to time be acceptable
to the Majority Banks (it being understood that an MAI appraisal shall be a
valuation method which is acceptable to the Majority Banks) and further provided
that after giving effect to such Indebtedness the Company would be in compliance
with Section 7.10;

(d) Indebtedness in respect of leases of real and personal property by
the Company provided that the aggregate amount due is not greater than
$2,000,000 in any one fiscal year; and

(e) Indebtedness outstanding on the date of this Agreement and
described on Exhibit D of such Agreement.

Section 7.10. SECURED DEBT. The Company will not incur or permit to
exist any Indebtedness after the date hereof which is secured by any mortgage,
pledge, security interest or other lien or encumbrance on any of its property if
(i) the ratio of unsecured Indebtedness of the Company including, without
limitation, the Loans hereunder, to the sum of the Facility Cash Flow Available
for Debt Service generated by the operation of all the Unencumbered Properties
for the four fiscal quarters of the Company then most recently ended exceeds 2.5

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to 1.0 or (ii) the aggregate amount of all such secured Indebtedness exceeds or
would exceed $20,000,000.

Section 7.11. SECURITY INTERESTS AND LIENS; NEGATIVE PLEDGE. The
Company will not create or permit to exist any mortgage, pledge, security
interest or other lien or encumbrance on any of its property except:

(a) liens arising from attachments or similar proceedings, pending
litigation, judgments or taxes or assessments in any such event whose validity
or amount is being contested in good faith by appropriate proceedings and for
which adequate reserves have been established and are maintained in accordance
with GAAP, or taxes and assessments which are not due and delinquent;

(b) liens of carriers, warehousemen, mechanics and materialmen and
other like liens;

(c) pledges or deposits made in connection with workmen's compensation,
unemployment or other insurance, old age pensions, or other Social Security
benefits, and good faith deposits in connection with tenders, contracts or
leases to which it is a party or deposits to secure, or in lieu of, surety,
penalty or appeal bonds, performance bonds and other similar obligations;

(d) such minor defects, irregularities, encumbrances, easements, rights
of way, and clouds on title as normally exist with respect to similar properties
which do not materially impair the property affected thereby for the purpose for
which it was acquired;

(e) liens existing on the date of this Agreement and described on
Exhibit F of such Agreement and purchase money security interests in or purchase
money mortgages on, or mortgages given in connection with the contemporaneous
refinancing of, real property acquired after the date hereof to secure purchase
money indebtedness of the type incurred in connection with the acquisition or
refinancing of such property, which security interests or mortgages cover only
the real or personal property so acquired or refinanced and proceeds thereof and
reasonable attachments and accessions thereto; and

(f) liens permitted by Section 7.10.

Section 7.12. NEGATIVE NEGATIVE PLEDGE. The Company will not enter into
any commitment or agreement with any other party that limits or impairs the
ability of the Company to grant security interests, liens or mortgages in favor
of the Banks, except that this Section 7.12 shall not be deemed to prohibit the
granting of any lien permitted by Section 7.10.

Section 7.13. GUARANTEES. The Company will not guarantee or otherwise
in any way become or be responsible for indebtedness or obligations (including
working capital

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maintenance, take-or-pay contracts, etc.) of any other Person, contingently or
otherwise, except:

(a) the endorsement of negotiable instruments of deposit in the normal
course of business;

(b) guarantees by the Company issued to secure Indebtedness permitted
by Sections 7.9 and 7.10; and

(c) guarantees (other than those described in (a) and (b) of this
Section ) made in the ordinary course of business which shall not at any time
exceed $2,000,000 in the aggregate.

Section 7.14. NOTICE OF LITIGATION AND JUDGMENTS. The Company will give
notice to the Agent and each of the Banks in writing, in form and detail
satisfactory to the Banks, within ten (10) Business Days of becoming aware of
any litigation or proceedings threatened in writing or any pending litigation
and proceedings affecting the Company or to which the Company is or becomes a
party involving an uninsured or unindemnified claim of more than $500,000
against the Company and stating the nature and status of such litigation or
proceedings. The Company will give notice, in writing, in form and detail
satisfactory to the Banks, within ten (10) Business Days of any judgment, final
or otherwise, against the Company in an amount in excess of $500,000.

Section 7.15. NOTICE OF DEFAULTS. The Company will give notice to the
Agent and each of the Banks immediately upon becoming aware of the occurrence of
any Default or Event of Default under this Agreement. If any Person shall give
any notice or take any other action in respect of a claimed default (whether or
not constituting an Event of Default) under this Agreement or any other note,
evidence of indebtedness, indenture or other obligation to which or with respect
to which the Company is a party or obligor, whether as principal or surety, and
such claimed default has potential total liability in excess of $500,000 the
Company shall forthwith give written notice thereof to each of the Banks,
describing the notice or action and the nature of the claimed default.

Section 7.16. NOTICES WITH REGARD TO HEALTH CARE OPERATORS. The Company
will give notice to the Agent and each of the Banks, and will provide
information to the Agent and each of the Banks, of the types set forth in
Sections Section 7.14 and 7.15 hereof as to each operator of Health Care
Facilities owned by the Company or on which the Company holds a mortgage,
provided, that such operator consents in writing to the release of such
information. The Company will use its best efforts to acquire the written
consent of each operator for the release of such information.

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Section 7.17. BOOKS AND RECORDS. The books and records relating to the
financial affairs of the Company shall at all times be maintained in accordance
with GAAP consistently applied.

Section 7.18. MAINTENANCE OF PROPERTIES. The Company shall maintain (or
cause to be maintained) each of its properties in good physical condition and
shall make (or cause to be made) all necessary repairs, replacements and
renewals thereon.

Section 7.19. INSURANCE. The Company will require that the lessees of
its properties maintain at all times with financially sound and reputable
insurers insurance with respect to their properties and business and against
such casualties and contingencies and in such types and such amounts as shall be
in accordance with sound business practices and reasonably satisfactory to the
Agent. Without limiting the foregoing, the Company will cause such lessees to
(i) keep all of its physical property insured against fire and extended coverage
risks in amounts and with deductibles equal to those generally maintained by
businesses of similar size engaged in similar activities in similar geographic
areas, (ii) maintain all such workers' compensation or similar insurance as may
be required by law, and (iii) maintain, in amounts and with deductibles equal to
those generally maintained by businesses of similar size engaged in similar
activities in similar geographic areas, general public liability insurance
against claims for bodily injury, death or property damage occurring on, in or
about the properties of the Company and business interruption insurance. In the
event that any lessee shall fail to maintain such insurance, the Company will
maintain such insurance. The Company will notify the Agent and each Bank of any
cancellation of any such insurance. Evidence of all renewals or replacements of
such insurance from time to time in force, satisfactory to the Agent shall be
delivered to the Agent before the expiration date of the then current insurance.

Section 7.20. TAXES. The Company will pay all taxes or other
assessments or governmental charges or levies imposed upon it or upon its income
or profits or upon its property prior to the time when any penalties or interest
(except interest during extensions of time for filing of federal income tax
returns not in excess of six months) accrue with respect thereto, as well as all
claims for labor, materials or supplies that if unpaid might by law become a
lien or charge upon any of its property unless, in any such case, the amount,
applicability or validity of such amounts is contested in good faith by
appropriate proceedings and other appropriate action and an adequate reserve
therefor has been established and is maintained in accordance with GAAP. The
Company will also pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any lien that may
have attached as security therefor.

Section 7.21. COMPLIANCE WITH LAWS, CONTRACTS, AND LICENSES. The
Company will (i) comply with all laws, including CERCLA and environmental laws,
rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject, the Company's noncompliance with which would have a
material adverse effect on the financial condition,

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properties or business of the Company or the ability of the Company to fulfill
its obligations under this Agreement or the other Loan Documents, including,
without limitation, the provisions of the Code and related regulations governing
real estate investment trusts, as the same may be as amended and in effect from
time to time and (ii) promptly obtain, maintain, apply for renewal, and not
allow to lapse, any authorization, consent, approval, license or order, and
accomplish any filing or registration with, any court or judicial,
administrative or governmental authority which may be or may become necessary in
order that it perform in all material respects all of its obligations under this
Agreement or the other Loan Documents and in order that the same may be valid
and binding and effective in accordance with their terms and in order that the
Banks may be able freely to exercise and enforce any and all of their rights
under this Agreement or the other Loan Documents, (iii) comply with the
provisions of its charter documents and by-laws and (iv) comply with all
agreements and instruments by which it or any of its properties may be bound.

Section 7.22. ACCESS. The Company will permit any Bank, by its
representatives and agents, to inspect any of the properties, including, without
limitation, corporate books, computer files and tapes and financial records of
the Company to examine and make copies of the books of accounts and other
financial records of the Company, and to discuss the affairs, finances and
accounts of the Company with, and to be advised as to the same by, its officers
at such reasonable times and intervals as such Bank may designate. Each Bank
agrees that it will treat in confidence the information obtained during such
inspection which is designated by the Company as confidential and will not,
without the consent of the Company, disclose such information to any third party
and, if any representative or agent of such Bank shall not be an employee of
such Bank or an affiliate of such Bank, such designee shall be reputable and of
recognized standing and shall agree in writing to treat in confidence the
information obtained during any such inspection and, without the prior written
consent of the Company, not to disclose such information to any third party or
make use of such information for personal gain. Notwithstanding the foregoing,
the Company hereby authorizes the Banks to disclose information obtained
pursuant to this Agreement (i) to other banks or financial institutions who are
participants or potential participants in the Loans made or to be made
hereunder; provided, that such participants or potential participants shall
agree in writing to treat in confidence the information so disclosed and the
Company will be furnished with copies of such agreements, and (ii) where
required or requested by governmental or regulatory authorities; provided,
however, that this authorization shall not be deemed to be a waiver of any
rights which the Company has or may have under the Federal Right to Financial
Privacy Act of 1978, as in effect from time to time, to object to the disclosure
by any Bank of any such information.

Section 7.23. ERISA COMPLIANCE. The Company will not permit any
employee pension benefit plan (as that term is defined in Section 3 of ERISA)
maintained by the Company to (x) engage in any "prohibited transaction" as such
term is defined in Section 4975 of the Internal Revenue Code of 1986, as
amended, that is likely to result in a material liability for the Company; or
(y) incur any "accumulated funding deficiency", as such term is defined in

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Section 302 of ERISA, whether or not waived; or (z) terminate any such benefit
plan in a manner which could result in the imposition of a lien or encumbrance
on the assets of the Company pursuant to Section 4068 of ERISA.

Section 7.24. RESERVES. The Company will maintain reserves, appropriate
for the Company, for depreciation, taxes and other expenses or liabilities in
accordance with GAAP.

Section 7.25. DISTRIBUTIONS. The Company will not make any
Distributions other than (a) Distributions required by the Code and related
regulations governing real estate investment trusts and (b) Distributions to
shareholders in excess of the amounts permitted by clause (a) above provided
that no Default or Event of Default then exists or would result from such
payment. In no event may the Company make any Distributions with respect to any
fiscal year that exceed ninety-five percent (95%) of the Company's Cash
Available for Distributions for such fiscal year unless and to the extent that
such Distributions are required to be made by the Code and related regulations
governing real estate investment trusts.

Section 7.26. INVESTMENTS. The Company will not make or maintain any
Investment, except for Investments which consist of:

(a) obligations having an original maturity of not greater than three
years issued or guaranteed as to principal and interest by the United States of
America;

(b) certificates of deposit issued by any of the Banks or any other
bank organized under the laws of the United States of America or any state
thereof and having capital and unimpaired surplus of at least $50,000,000 or of
foreign subsidiaries of such banks;

(c) commercial paper or finance company paper which is rated not less
than BBB or its equivalent by Standard & Poor's Corporation or ▇▇▇▇▇'▇ Investor
Services, Inc.;

(d) repurchase agreements secured by any one or more of the Investments
permitted by paragraphs (a), (b) or (c) above;

(e) Direct or indirect Investments in domestic (United States) Health
Care Facilities which Investments either (i) existed on December 31, 1993, or
(ii) were or are made after such date, provided that no Investment in any one
Health Care Facility made after such date shall be made or maintained with
respect to any Health Care Facility the acquisition cost of which exceeds the
lesser of $20,000,000 or the fair market value of the acquired property,
determined on the basis of an MAI appraisal or such other valuation method as
may from time to time be acceptable to the Majority Banks. (Any indirect
Investment shall be restricted to an Investment made by the Company in a Person
engaged exclusively in the business of owning or operating domestic Health Care
Facilities and in which the Company has an equity interest of at least 25%.)

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(f) Mortgage Loans permitted by Section 7.27; and

(g) Construction Loans permitted by Section 7.28.

Section 7.27. MORTGAGE LOANS.

The Company will not permit at any time the aggregate outstanding
principal amount of the Mortgage Loans held by the Company to exceed $30,000,000
and will not make any Mortgage Loan in an original principal amount in excess of
$20,000,000. In no event may the Company provide any Mortgage Loan to any Person
except on a full recourse basis to an owner or operator of a domestic (United
States) Health Care Facility and except upon using the Company's best efforts to
obtain the agreement and consent of such Person to provide its quarterly and
annual balance sheets and income statements to the Company for delivery to the
Agent and each Bank.

Section 7.28. CONSTRUCTION LOANS.

(a) In the event that any portion of the Loans is to be used by the
Company to finance the construction of Health Care Facilities, the Company will
monitor such construction to insure that all approvals, consents, waivers,
orders, agreements, acknowledgments, authorizations, permits and licenses
required under any law, ordinance, code, order, rule or regulation of any
governmental authority, or under the terms of any restriction, covenant or
easement affecting the construction project, or otherwise necessary, for the
ownership and acquisition of the subject properties and the improvements
thereon, the construction and equipping of the improvements being constructed on
the subject properties, and the use, occupancy and operation of the construction
project as a Health Care Facility following completion of construction of the
improvements on the subject property, have been obtained, whether from a
governmental authority or other Person. Further, the Company will give notice to
the Agent and each of the Banks immediately after becoming aware that any
construction project will likely not be completed in a timely manner or on
budget. The Company shall from time to time deliver such further information and
take such further action as may be reasonably requested by the Agent or any Bank
to effect the purposes of this Section 7.28.

(b) The Company will not permit at any time the aggregate outstanding
principal amount of Construction Loans to exceed $15,000,000. In no event may
the Company provide any Construction Loans to any Person except on a full
recourse basis to an owner or operator of a domestic (United States) Health Care
Facility and except upon using the Company's best efforts to obtain the
agreement and consent of such Person to provide its quarterly and annual balance
sheets and income statements to the Company for delivery to the Agent and each
Bank.

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Section 7.29. ENVIRONMENTAL AUDITS. The Company will not make any
Investment, Mortgage Loan or Construction Loan otherwise permitted by Section
Section 7.26(e), 7.27 or 7.28, respectively, unless the Company shall have first
received a phase I environmental audit report with respect to the property
involved, which audit shall have been conducted not earlier than twenty-four
(24) months prior to the date of the transaction, a copy of such audit shall
have been furnished to the Banks, and such audit shall not have reported or
uncovered any environmental matters which could have a material adverse effect
on such property or on the financial condition, properties or business of the
Company.

Section 7.30. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS. The
Company will not at any time merge or consolidate with or into any Person or
sell or otherwise dispose of any Health Care Facility of the Company leased to
UHS or to a UHS Subsidiary, except that the Company may sell, if after giving
effect to such sale no Default or Event of Default exists or would result as a
consequence thereof, any two of such Health Care Facilities (other than the
McAllen Medical Center located in McAllen, Texas).

Section 7.31. SALE AND LEASEBACK. The Company will not enter into any
arrangement, directly or indirectly, whereby the Company shall sell or transfer
any property owned by it and then or thereafter lease such property or lease
other property that the Company intends to use for substantially the same
purpose as the property being sold or transferred.

Section 7.32. USE OF PROCEEDS. After the date of this Agreement the
Company will use the proceeds of the Loans (a) to repay its existing
indebtedness for borrowed money, (b) for working capital purposes, (c) to make
Investments permitted by Section 7.26(e), (d) to provide mortgage and
construction financing permitted by Sections 7.27 and 7.28, (e) to make
Distributions permitted by Section 7.25, and (f) for other general corporate
purposes. The Company will not use the proceeds of any Loan, either directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying margin stock within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System, as amended from time to time.

Section 7.33. FURTHER ASSURANCES. The Company shall at any time or from
time to time execute and deliver such further instruments and take such further
action as may reasonably be requested by the Agent or any Bank, in each case
further and more perfectly to effect the purposes of this Agreement and the
other Loan Documents.

Section 8. EVENTS OF DEFAULT; ACCELERATION. If any of the following
events (an "Event of Default") has occurred and is continuing:

(a) if the Company shall fail to pay any principal of or interest on
the Loans or any other amount payable hereunder or under the Letter of Credit
Documents when the same shall become due and payable, whether at the stated date
of maturity or any accelerated date of maturity or at any other date fixed for
payment;

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(b) if the Company shall fail to comply with any of its covenants
contained in Sections 7.2, 7.5-7.13, or 7.25-7.32;

(c) if the Company shall fail to perform any term, covenant or
agreement contained herein or in the Letter of Credit Documents (other than
those specified in subSection s (a) and (b) above) and the continuance of such
failure shall exist for 30 days after written notice of such failure has been
given to the Company by the Agent;

(d) if any representation or warranty of the Company in this Agreement
or in the Letter of Credit Documents or in any document or instrument delivered
pursuant to or in connection with this Agreement or the Letter of Credit
Documents shall prove to have been false in any material respect upon the date
when made or deemed to have been made or repeated;

(e) if the Company shall fail to make any payment due on any obligation
for borrowed money (having a total amount outstanding in excess of $500,000), or
shall fail to observe or perform any material term, covenant or agreement
contained in any agreement by which it is bound, evidencing or securing such
obligation and the effect of such failure could or would have permitted
(assuming the giving of appropriate notice if required) the holder or holders
thereof or a trustee for such holder or holders or of any obligations issued
thereunder to accelerate the maturity thereof;

(f) The Company shall be involved in financial difficulties as
evidenced:

(i) by its admission in writing of its inability to pay its
debts generally as they become due;

(ii) by its commencement of a voluntary case under Title 11 of
the United States Code as from time to time in effect, or by its
authorizing, by appropriate proceedings of its board of directors or
other governing body, the commencement of such a voluntary case;

(iii) by its filing an answer or other pleading admitting or
failing to deny the material allegations of a petition filed against it
commencing an involuntary case under Title 11, or seeking, consenting
to or acquiescing in the relief therein provided, or by its failing to
controvert or challenge in a timely manner the material allegation of
any such petition;

(iv) by the entry of an order for relief against it in any
involuntary case commenced under Title 11 which remains undischarged or
unstayed for more than sixty (60) days;

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(v) by its seeking relief as a debtor under any applicable
law, other than Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors, or by its consenting to or
acquiescing in such relief;

(vi) by entry of an order by a court of competent jurisdiction
(A) finding it to be bankrupt or insolvent or (B) ordering or approving
its liquidation, reorganization or any modification or alteration of
the rights of its creditors which remains undischarged or unstayed for
more than sixty (60) days;

(vii) by the entry of an order by a court of competent
jurisdiction assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property which remains
undischarged or unstayed for more than sixty (60) days; or

(viii) by its making an assignment for the benefit of, or
entering into a composition with, its creditors, or appointing or
consenting to the appointment of a receiver or other custodian for all
or a substantial part of its property;

(g) if there shall remain in force, undischarged, unsatisfied and
unstayed, for more than sixty days, whether or not consecutive, any final
judgment against the Company which, with other outstanding final judgments,
undischarged, against such Person(s) exceeds $500,000 in aggregate amount with
respect to the Company;

(h) if UHS of Delaware, Inc., a subsidiary of UHS, shall cease to be
the real estate investment trust advisor to the Company and a new advisor
satisfactory to each of the Banks has not been appointed, or a group of managers
satisfactory to each of the Banks has not been hired, within ninety (90) days of
such cessation;

(i) if 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
Securities and Exchange Commission under said Act) of thirty percent (30%) or
more of the outstanding shares of common stock of the Company; or, during any
period of twelve consecutive calendar months, individuals who were directors of
the Company on the first day of such period shall cease to constitute a majority
of the board of directors of the Company;

(j) if any guarantee by UHS of any lease by the Company to a UHS
Subsidiary is disavowed, terminated, or ceases to be in full force and effect,
or is waived or amended without the prior written consent of the Banks (other
than the termination of a guarantee of such a lease in connection with the sale
of a Health Care Facility permitted by Section 7.30); or

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(k) any lease by the Company to a UHS Subsidiary is terminated prior to
its stated term, or is amended or compliance by the lessee is waived, without
the prior written consent of the Banks (other than the termination of a lease of
a Health Care Facility in connection with a sale of such Health Care Facility
permitted by Section 7.30);

then, and in any such event, unless the same shall be cured or waived, the Agent
shall, upon the request of the Majority Banks, by notice in writing to the
Company, terminate this Agreement and upon such termination the Banks shall have
no further obligation to make Loans to the Company or issue Letters of Credit
for the account of the Company, and shall declare all Obligations, including,
without limitation the Notes, to be, and they shall thereupon forthwith mature
and become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the
Company; provided, that in the event of any Event of Default described in
Section 8(f) or Section 8(g) hereof, all Obligations shall become immediately
due and payable automatically, and all obligations of the Banks to make Loans or
issue Letters of Credit shall automatically terminate, without any requirement
of notice from the Banks. To the extent that the Obligations accelerated
hereunder relate to Letters of Credit, the amount becoming due and payable shall
be the aggregate outstanding amount of the Letters of Credit, whether or not any
drawings or claims have been presented thereunder. No termination of the credit
hereunder shall relieve the Company of any Obligations or any of its existing
obligations to any of the Banks arising under other agreements or instruments.
No remedy herein conferred upon the Banks is intended to be exclusive of any
other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law.

Section 9. SETOFF; SHARING. Regardless of the adequacy of any
collateral, any deposits or other sums credited by or due from the Banks to the
Company and any securities or other property of the Company in the possession of
the Banks may be applied to or set-off against the payment of Obligations of the
Company hereunder, under the Notes and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Company to the Banks at any time. Each Bank agrees to
promptly notify the Company, the Agent and the other Banks after any such
set-off and application made by such Bank, provided that the failure to give
such notice shall not affect the validity of such set-off and application. Each
Bank agrees with the other Banks that if such Bank shall receive from the
Company or any other source whatsoever, whether by voluntary payment, exercise
of the right of set-off, counterclaim, cross-action or enforcement of any claim
evidenced by the Notes or this Agreement, or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings or otherwise,
and retain and apply to the payment of the amounts owing with respect to the
Notes or to any amounts due to such Bank under this Agreement any amount which
is in excess of its ratable portion of the payments received by all of the
Banks, then such Bank will make such dispositions and arrangements with each
other Bank with respect to such excess, either by way of distribution until the
amount of such excess has been exhausted, assignment of claims, subrogation or

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otherwise, as shall result in each such Bank receiving in respect of its Notes
and the amounts due such Bank under this Agreement its ratable share of such
payments; provided, however, that if all or any part of such excess payment is
thereafter recovered from such Bank, such disposition and arrangements shall be
rescinded and the amount restored to the extent of such recovery, but without
interest.

Section 10. THE AGENT

Section 10.1. APPOINTMENT OF AGENT, POWERS AND IMMUNITIES. Each Bank
hereby irrevocably appoints and authorizes the Agent to act as its
administrative agent under the Loan Documents with such powers as are expressly
delegated to the Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
The Agent shall not have any duties or responsibilities or any fiduciary
relationship with any Bank except those expressly set forth in the Loan
Documents. The relationship between the Agent and the Banks is that of agent and
principal only, and nothing contained in this Agreement or any of the other Loan
Documents shall be construed to constitute the Agent as trustee for any Bank.
The Agent shall not be responsible to the Banks for any recitals, statements,
representations or warranties made by the Company or any other Person whether
contained herein or in any of the other Loan Documents or otherwise or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any of the other Loan Documents or any other document referred
to or provided for herein or therein or for any failure by the Company or any
other Person to perform its obligations hereunder or thereunder or in respect of
the Notes. The Agent may employ agents and attorneys and shall not be
responsible to the Banks for the negligence or misconduct of any such agents or
attorneys selected by it with reasonable care. Neither the Agent nor any of its
directors, officers, employees or agents shall be responsible for any action
taken or omitted to be taken by it or them hereunder or under any of the other
Loan Documents or in connection herewith or therewith, or be responsible to the
Banks for the consequences of any oversight or error of judgment whatever,
except for its or their own gross negligence or willful misconduct. The Agent in
its separate capacity as a Bank shall have the same rights and powers hereunder
as any other Bank.

Section 10.2. RELIANCE BY AGENT. The Agent shall be entitled to rely
upon any certificate, notice or other document (including any cable, telecopy,
telefax, telegram or telex) believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons, and upon
advice and statements of legal advisers, independent accountants and other
experts selected by the Agent with reasonable care. As to any matters not
expressly provided for in this Agreement or in any of the other Loan Documents
or in any other document referred to herein or therein, the Agent shall in all
cases be fully protected in acting, or in refraining from acting, in accordance
with the written instructions of the Banks, and such instructions and any action
taken or failure to act pursuant thereto shall be binding on the Banks.

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Section 10.3. INDEMNIFICATION. Without limiting the obligations of the
Company hereunder or under any other Loan Document, to the extent not reimbursed
by the Company, the Banks agree to indemnify the Agent, ratably in accordance
with their respective Commitment Percentages for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits (whether
groundless or otherwise), costs, expenses (including any expenses for which the
Agent has not been reimbursed by the Company as required by Section 11) or
disbursements of any kind or nature whatsoever which may at any time (including
without limitation at any time following the payment of the Notes) be imposed
on, incurred by or asserted against the Agent in any way relating to or arising
out of this Agreement or the Notes or any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof or
thereof or of any such other documents, provided that no Bank shall be liable
for any of the foregoing to the extent they arise from the Agent's gross
negligence or willful misconduct. The agreements in this subSection shall
survive the payment of the Notes and all other amounts payable hereunder.

Section 10.4. REIMBURSEMENT. Without limiting the provisions of
Section 10.3, the Banks and the Agent hereby agree that the Agent shall not be
obliged to make available to any Person any sum which the Agent is expecting to
receive for the account of that Person until the Agent has determined that it
has received that sum. The Agent may, however, disburse funds prior to
determining that the sums which the Agent expects to receive have been finally
and unconditionally paid to the Agent, if the Agent wishes to do so. If and to
the extent that the Agent does disburse funds and it later becomes apparent that
the Agent did not then receive a payment in an amount equal to the sum paid out,
then any Person to whom the Agent made the funds available shall, on demand from
the Agent:

(a) refund to the Agent the sum paid to that Person; and

(b) reimburse the Agent for the additional amount certified by the
Agent as being necessary to indemnify the Agent against any funding or other
cost, loss, expense or liability sustained or incurred by the Agent as a result
of paying out the sum before receiving it provided, however, that if such funds
were made available to any Bank, such additional amount shall be limited to
interest on the sum to be repaid, for each day from the date such amount was
disbursed until the date repaid to the Agent, at, for the first three days, the
customary rate set by the Agent for correction of errors among banks, and
thereafter at the Base Rate.

Section 10.5. NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank
represents that it has, independently and without reliance on the Agent or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of the financial condition and affairs of
the Company and decision to enter into this Agreement and the other Loan
Documents and agrees that it will, independently and without reliance upon the
Agent or any other Bank, and based on such documents and information as it shall
deem

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appropriate at the time, continue to make its own appraisals and decisions in
taking or not taking action under this Agreement or any other Loan Document. The
Agent shall not be required to keep informed as to the performance or observance
by the Company of this Agreement or any other Loan Document or any other
document referred to or provided for herein or therein or by any other Person of
and agreement or to make enquiry of, or to inspect the properties or books of,
any Person. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Agent hereunder, the
Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning any Person which may come into the
possession of the Agent or any of its affiliates. Each Bank shall have access to
all documents relating to the Agent's performance of its duties hereunder, at
such Bank's request. Unless any Bank shall promptly object to any action taken
by the Agent hereunder, such Bank shall conclusively be presumed to have
approved the same.

Section 10.6. PAYMENTS. If in the opinion of the Agent the distribution
of any amount received by it in such capacity hereunder or under the Notes or
any of the other Loan Documents might involve it in liability, it may refrain
from making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the Agent
is to be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court. With respect to obligations of the
Company hereunder, a payment to the Agent shall be deemed to be a payment to the
Banks.

Section 10.7. HOLDERS OF NOTES. The Agent may deem and treat the payee
of any Note as the absolute owner thereof for all purposes hereof until it shall
have been furnished in writing with a different name by such payee or by a
subsequent holder.

Section 10.8. AGENT AS BANK. In its individual capacity, First Union
National Bank shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it hereunder, and
as the holder of any of the Notes, as it would have were it not also the Agent.

Section 10.9. RESIGNATION OF AGENT. The Agent may resign at any time by
giving 90 days' prior written notice thereof to the Banks and the Company. Upon
any such resignation, the Majority Banks shall have the right, with the consent
of the Company (which shall not be unreasonably withheld), to appoint another
Bank as successor Agent. If no other Bank shall have been so appointed by the
Majority Banks and shall have accepted such appointment within 30 days after the
retiring Agent's giving of notice of resignation, then the retiring Agent may,
on behalf of the Banks, after consultation with the Company, appoint a successor
Agent, which shall be a financial institution having a combined capital and
surplus in excess of $1,000,000,000. Upon the acceptance of its appointment the
successor Agent shall

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thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation, the provisions of this Agreement shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

Section 10.10. INDEPENDENT OBLIGATIONS, ACTIONS. The obligations of the
Banks hereunder are several, and no Bank shall be responsible for the
obligations of any other Bank. Neither the Agent nor any Bank shall be liable
for any independent action or omission of any other Bank.

Section 11. EXPENSES. Whether or not the transactions contemplated
hereby shall be consummated, the Company will pay (a) the reasonable cost of (i)
producing and reproducing this Agreement and other instruments mentioned herein
and (ii) any taxes (including any interest and penalties in respect thereto) or
filing fees payable by the Agent and the Banks (other than taxes based upon the
Agent's or any Bank's net income) on or with respect to the transactions
contemplated by this Agreement (the Company hereby agreeing to indemnify the
Agent and the Banks with respect thereto); (b) the reasonable fees,
out-of-pocket expenses and disbursements of the Agent and the reasonable fees,
expenses and disbursements of the Agent's special counsel incurred in connection
with the preparation, administration or interpretation of this Agreement and
other instruments mentioned herein, each closing hereunder, amendments,
modifications, approvals, consents or waivers hereto or hereunder; (c) all
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
costs, which attorneys may be employees of any Bank or the Agent, and reasonable
consulting, accounting, appraisal, investment banking and similar professional
fees and charges) incurred by the Agent or any Bank in connection with (i) the
enforcement of or preservation of the Agent's or any Bank's rights under this
Agreement and the other Loan Documents or the administration thereof after the
occurrence of a Default or Event of Default and (ii) in connection with any
litigation, proceeding or dispute whether arising hereunder or otherwise, in any
way related to the Agent's or any Banks' relationship with the Company hereunder
or under any predecessor financing arrangement. The covenants of this Section 11
shall survive payment or satisfaction of payment of amounts owing with respect
to the Notes.

Section 12. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless the Agent and the Banks from and against any and all claims, actions
and suits whether groundless or otherwise, and from and against any and all
liabilities, losses, damages and expenses of every nature and character arising
out of this Agreement or any of the other Loan Documents or the transactions
contemplated hereby including, without limitation, (a) any actual or proposed
use by the Company of the proceeds of any of the Loans, and (b) the Company
entering into or performing this Agreement or any of the other Loan Documents or
in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any litigation or other proceeding, except that the Company
shall not be obligated for any liability or loss to

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the extent arising from the indemnitee's own gross negligence or willful
misconduct. In litigation, or the preparation therefor, the Banks and the Agent
shall be entitled to select their own counsel and, in addition to the foregoing
indemnity, the Company agrees to pay promptly the reasonable fees and expenses
of such counsel. If, and to the extent that the obligations of the Company under
this Section 12 are unenforceable for any reason, the Company hereby agrees to
make the maximum contribution to the payment in satisfaction of such obligations
which is permissible under applicable law. The covenants of this Section 12
shall survive payment or satisfaction of payment of amounts owing with respect
to the Notes.

Section 13. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes or in any Loan
Documents or other papers delivered by or on behalf of the Company pursuant
hereto shall be deemed to have been relied upon by the Banks and the Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Banks of the Loans as herein contemplated,
and shall continue in full force and effect so long as any amount due under this
Agreement or the Notes remains outstanding and unpaid or the Banks have any
obligation to make any Loans hereunder.

Section 14. PARTIES IN INTEREST. All the terms of this Agreement and
the other Loan Documents shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto
and thereto; provided, that the Company shall not assign or transfer its rights
hereunder without the prior written consent of the Banks.

Section 15. NOTICES, ETC. Except as otherwise expressly provided in
this Agreement, all notices and other communications made or required to be
given pursuant to this Agreement or the other Loan Documents shall be in writing
and shall be delivered in hand, mailed by United States registered or certified
first-class mail, postage prepaid, sent by overnight courier or sent by
telegraph, telecopy, telefax, or telex and confirmed by delivery via courier or
postal service, addressed as follows (or at such other address for notices as is
furnished in writing in accordance with this Section ) :

Address for notices to the Agent or the Banks:

Their respective addresses set
forth on Schedule 1

Address for notices to
the Company:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President & Treasurer
Universal Health Realty Income Trust

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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Any Bank (including First Union National Bank in its capacity as Agent)
giving any notice to the Company shall simultaneously send a copy thereof to the
other Banks.

Except as otherwise expressly provided herein with respect to any
particular notice or demand to be given or made hereunder, any such notice or
demand shall be deemed to have been duly given or made and to have become
effective (a) if delivered by hand, overnight courier or facsimile to a
responsible officer of the party to which it is directed, at the time of the
receipt thereof by such officer, (b) if sent by registered or certified
first-class mail, postage prepaid, on the earlier of actual receipt thereof or
three (3) Business Days after the posting thereof, and (c) if sent by telex or
cable, at the time of the dispatch thereof, if in normal business hours in the
country of receipt, or otherwise at the opening of business on the following
Business Day.

Section 16. GOVERNING LAW, ETC. THIS AGREEMENT AND THE NOTES SHALL BE
DEEMED TO BE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA AND
SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OR CHOICE OF LAW. THE COMPANY AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY FEDERAL COURT SITTING THEREIN
AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE COMPANY BY MAIL AT THE ADDRESS
SPECIFIED IN Section 15. THE COMPANY HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT. The rights
and remedies herein expressed are cumulative and not exclusive of any other
rights which the Banks would otherwise have. The captions in this Agreement are
for convenience of reference only and shall not define or limit the provisions
hereof. This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

Section 17. ENTIRE AGREEMENT, ETC. This Agreement, together with the
other Loan Documents and any other documents executed in connection herewith or
therewith, express the entire understanding of the parties with respect to the
transactions contemplated

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hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally or in writing, except as provided in Section 19.

Section 18. WAIVER OF JURY TRIAL. THE COMPANY AND THE BANKS HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE NOTES,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS.

Section 19. CONSENTS, AMENDMENTS, WAIVERS, ETC.

(a) Except as otherwise expressly set forth in this Agreement, any
consent or approval required or permitted by this Agreement to be given by the
Banks may be given, and any term of this Agreement or of any other instrument
related hereto or mentioned herein may be amended, and the performance or
observance by the Company of any term of this Agreement or the continuance of
any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Majority Banks. Notwithstanding the foregoing,
or any other provision of this Agreement or the Letter of Credit Documents to
the contrary, decreases in the rates of interest on the Notes, forgiveness of
any amounts due under the Notes, extensions in the stated maturity of the Notes
or the stated expiration date of any Letters of Credit or in the time for
payment of any interest or fees payable hereunder, increases in the Commitment
Amounts or Commitment Percentages, and decreases in the amount of the Commitment
Fee or other fees payable hereunder may not be made without the written consent
of the Company and each of the Banks; neither the definition of Majority Banks
nor Section s 7.11, 7.12 or 19 of this Agreement may be amended without the
written consent of the Company and each of the Banks; and the amount of any fee
payable to the Agent in connection herewith and Section 10 may not be amended
without the written consent of the Agent. No waiver shall extend to or affect
any obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of any Bank in exercising any
right shall operate as a waiver thereof or otherwise be prejudicial thereto. No
notice to or demand upon the Company shall entitle the Company to other or
further notice or demand in similar or other circumstances.

(b) In the event the Company seeks an amendment of a dollar limitation
set forth in Section 7.27 or Section 7.28, the Company shall provide notice to
each Bank of such request in substantially in the form of Exhibit E. So long as
no Default or Event of Default exists, if any Bank fails to respond to such
request within ten Business Days of receipt of such notice, the Bank shall be
deemed to have assented to such request. Each notice by the Company shall state
that a failure to respond within such period shall be deemed to constitute
assent to the request and shall be accompanied by all relevant information
necessary for the Banks to evaluate such request.

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Section 20. SEVERABILITY. The provisions of this Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.

Section 21. ASSIGNMENTS; PARTICIPATIONS.

Section 21.1 ASSIGNMENTS AND PARTICIPATIONS.

(a) The Company acknowledges and agrees that a Bank may at any time
grant participations in all or any portion of its pro rata share of the Loans
and Letters of Credit or of its right, title and interest therein or in or to
this Agreement (collectively, "Participations") to any other lending office or
to any other bank or lending institution ("Participants"); provided, however,
that: (i) all amounts payable by the Company shall be determined as if such Bank
had not granted such Participation; and (ii) any agreement pursuant to which any
Bank may grant a Participation: (x) shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Company
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provisions of this Agreement; (y) may provide that
such Bank will not agree to any modification, amendment or waiver of this
Agreement without the consent of the Participant if such amendment, modification
or waiver would reduce the principal of or rate of interest on the Loan or
postpone the date fixed for any payment of principal of or interest or fees on
the Loan or extend the expiration date of any Letter of Credit or amend the
amount of the Commitment or Commitment Percentage of such Bank; and (z) shall
not relieve such Bank from its obligations, which shall remain absolute, to make
advances hereunder.

(b) Except as otherwise provided in subSection (a), no Bank may assign,
sell, or transfer all or any portion of its pro rata share of the Loans or any
Note or Letter of Credit or of its right, title or interest therein or in or to
this Agreement, to any other bank or lending institution without execution by
the assignee Bank of an Assignment Agreement in form and substance reasonably
satisfactory to the Company and the Banks, and payment of an assignment fee by
the assigning Bank to the Agent in the amount of $2,500. In no event shall any
such assignment, sale or transfer be in an aggregate principal amount of less
than $2,500,000.

Section 21.2. MISCELLANEOUS ASSIGNMENT PROVISIONS. If any assignee Bank
is not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Company and the Agent certification as to its exemption from deduction or
withholding of any United States federal income taxes. Anything contained in
this Section 21 to the contrary notwithstanding, any Bank may at any time pledge

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all or any portion of its interest and rights under this Agreement (including
all or any portion of its Notes) to any of the twelve Federal Reserve Banks
organized under Section 4 of the Federal Reserve Act, 12 U.S.C, Section 341. No
such pledge or the enforcement thereof shall release the pledgor Bank from its
obligations hereunder or under any of the other Loan Documents.

Section 21.3. DISCLOSURE. The Company and the Banks agree that any Bank
may disclose information obtained by such Bank pursuant to this Agreement to
assignee Banks or participants and potential assignee Banks or participants
hereunder; provided that such assignee Banks or participants or potential
assignees or participants shall agree (a) to treat in confidence such
information, (b) not to disclose such information to a third party and (c) not
to make use of such information for purposes of transactions unrelated to such
contemplated assignment or participation.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
under seal as of the date first set forth above.

UNIVERSAL HEALTH REALTY INCOME TRUST