content: Total Number of Pages: 44
  Exhibit Index on Sequential Page No.:  4
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported): November 27, 1996
  
  
                                  ORNDA HEALTHCORP
               (Exact name of registrant as specified in its charter)
  
  
                                      DELAWARE
                   (State or other jurisdiction of incorporation)
  
  
          1-11591                                       75-1776092
  (Commission File Number)                     (IRS Employer Identification No.)
  
  3401 West End Avenue, Nashville, Tennessee              37203
  (Address of principal executive office)               (Zip Code)
  
  Registrant's telephone number, including area code:  (615) 383-8599
  <PAGE>
  Item 5.           Other Events.
  
  On November 27, 1996, OrNda HealthCorp (the "Company") executed a Second
  Amendment to Amended and Restated Credit, Security, Guaranty and Pledge
  Agreement dated as of November 26, 1996 (the "Amended Credit Facility") among
  the Company and two of its subsidiaries (OrNda Hospital Corporation and AHM
  Acquisition Co., Inc.) as Borrowers, the Guarantors named therein, the Lenders
  named therein, The Bank of Nova Scotia ("Scotiabank") as Administrative Agent
  for the Lenders, Scotiabank and Citicorp USA Inc. ("Citicorp") as Co-Syndication
  Agents for the Lenders, Citicorp as Documentation Agent for the Lenders, General
  Electric Capital Corporation, The Industrial Bank of Japan Limited, New York
  Branch, The Long-Term Credit Bank of Japan Limited, New York Branch, NationsBank
  N.A., The Toronto-Dominion Bank and Wells Fargo Bank, as Co- Agents for the
  Lenders, and AmSouth Bank of Alabama, Bank of America NT & SA, CoreStates Bank,
  N.A., Credit Lyonnais Cayman Island Branch, Creditanstalt-Bankverein and
  Deutsche Bank AG, New York and/or Cayman Islands Branch, as Lead Managers for
  the Lenders. The Amended Credit Facility increases the Company's bank credit
  facility from $866 million to $1.2 billion. The Amended Credit Facility became
  effective on November 27, 1996.
  
  The Amended Credit Facility, which matures October 30, 2001, consists of (i) a
  revolving commitment of $774 million (previously, $440 million) for general
  corporate purposes (including, without limitation, acquisitions) and to issue up
  to $75 million of letters of credit and (ii) a $426 million term loan (principal
  amount unchanged by the Amendment) borrowed originally by the Company to
  refinance debt under the Company's previous bank credit facility, payable in
  quarterly installments, commencing August 31, 1997. As of November 30, 1996, the
  Company had approximately $792.6 million of borrowings and letters of credit
  outstanding under the Amended Credit Facility.
  
  In certain circumstances, the Company is required to make principal prepayments
  on the Amended Credit Facility, including the receipt of proceeds from the
  issuance of additional subordinated indebtedness, the receipt of proceeds from
  the sale of certain accounts receivable, the receipt of proceeds from the sale
  and leaseback of assets, certain asset sale proceeds not used to acquire
  additional assets within a specified period and 50% of the proceeds from certain
  issuances of equity securities after March 15, 1996 in excess of $50 million.
  The Company may prepay all or part of the outstanding Amended Credit Facility
  without penalty at any time.
  
  The Amended Credit Facility provides the Company with improved interest rate
  pricing compared to the prior bank credit facility. Loans under the Amended
  Credit Facility bear interest, at the option of the Company, at a rate equal to
  either (i) the "alternate base rate" plus a margin which ranges from 0.00% to
  0.50% (depending on the Company's leverage ratio) or (ii) the LIBOR rate plus a
  margin which ranges from 0.625% to 1.50% (depending on the Company's leverage
  ratio).
  
  The Amended Credit Agreement also provides the Company with additional covenant
  flexibility compared to the prior bank credit faciltiy. However, the Amended
  Credit Facility limits, among other things, under certain circumstances, the
  Company's ability to incur additional indebtedness, incur
  
                                          2
  <PAGE>
  liens, make investments, make capital expenditures, sell material assets,
  acquire the capital stock or assets of another business, or pay dividends. The
  Amended Credit Facility also requires the Company to maintain a specified net
  worth and meet or exceed certain coverage and leverage ratios. Indebtedness
  under the Amended Credit Facility is secured by a perfected first priority
  security interest in the stock of all existing and future subsidiaries of the
  Company, inter-company notes of indebtedness, majority-owned partnerships, and
  certain specified investments, and is guaranteed by all active subsidiaries of
  the Company.
  
  Item 7.           Financial Statements, Pro Forma Financial Information and
                    Exhibits.
  
           (c)      Exhibits.
  
           4        Second Amendment to Amended and Restated
                    Credit, Security, Guaranty and Pledge Agreement
                    dated as of November 26, 1996,among the Company,
                    OrNda Hospital Corporation and AHM Acquisition
                    Co., Inc. as Borrowers, the Guarantors named
                    therein, the Lenders named therein, The Bank
                    of Nova Scotia ("Scotiabank") as Administrative
                    Agent for the Lenders, Scotiabank and Citicorp
                    USA Inc. ("Citicorp") as Co-Syndication Agents
                    for the Lenders, Citicorp as Documentation Agent
                    for the Lenders, General Electric Capital
                    Corporation, The Industrial Bank of Japan Limited,
                    New York Branch, The Long-Term Credit Bank of
                    Japan Limited, New York Branch, NationsBank N.A.,
                    The Toronto-Dominion Bank and Wells Fargo Bank,
                    as Co-Agents for the Lenders, and AmSouth Bank of
                    Alabama, Bank of America NT & SA, CoreStates Bank,
                    N.A., Credit Lyonnais Cayman Island Branch,
                    Creditanstalt-Bankverein and Deutsche Bank AG,
                    New York and/or Cayman Islands Branch, as Lead 
                    Managers for the Lenders.
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          ORNDA HEALTHCORP
  
                                          By: /s/Ronald P. Soltman
                                              Ronald P. Soltman
                                              Senior Vice President
  
  
  Date:    December 5, 1996
                                          3
  <PAGE>
                                    EXHIBIT INDEX
  
                                                                        Sequential
  No.               Subject Matter                                        Page No.
  
  4                 Second Amendment to Amended and Restated
                    Credit, Security, Guaranty and Pledge Agreement
                    dated as of November 26, 1996,among the Company,
                    OrNda Hospital Corporation and AHM Acquisition
                    Co., Inc. as Borrowers, the Guarantors named
                    therein, the Lenders named therein, The Bank
                    of Nova Scotia ("Scotiabank") as Administrative
                    Agent for the Lenders, Scotiabank and Citicorp
                    USA Inc. ("Citicorp") as Co-Syndication Agents
                    for the Lenders, Citicorp as Documentation Agent
                    for the Lenders, General Electric Capital
                    Corporation, The Industrial Bank of Japan Limited,
                    New York Branch, The Long-Term Credit Bank of
                    Japan Limited, New York Branch, NationsBank N.A.,
                    The Toronto-Dominion Bank and Wells Fargo Bank,
                    as Co-Agents for the Lenders, and AmSouth Bank of
                    Alabama, Bank of America NT & SA, CoreStates Bank,
                    N.A., Credit Lyonnais Cayman Island Branch,
                    Creditanstalt-Bankverein and Deutsche Bank AG,
                    New York and/or Cayman Islands Branch, as Lead 
                    Managers for the Lenders..............................      5
  
                                          4
  <PAGE>
                                                                         Exhibit 4
  
                                          5
  <PAGE>
                                                                  [CONFORMED COPY]
  
  
                                 SECOND AMENDMENT TO
                            AMENDED AND RESTATED CREDIT,
                       SECURITY, GUARANTY AND PLEDGE AGREEMENT
  
           This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY,
  GUARANTY AND PLEDGE AGREEMENT, dated as of November 26, 1996 (this "Amendment"),
  is entered into by and among ORNDA HEALTHCORP, a Delaware corporation ("OrNda"),
  ORNDA HOSPITAL CORPORATION (formerly known as Summit Hospital Corporation), a
  California corporation ("OHC"), and AHM ACQUISITION CO., INC., a Delaware
  corporation ("AHM Acquisition") (individually, a "Borrower" and collectively,
  the "Borrowers"), the Persons named as Guarantors parties hereto (individually,
  a "Guarantor" and collectively, the "Guarantors"), the Persons (together with
  any of their respective Affiliates signatories hereto) named as Lenders parties
  hereto (individually, a "Lender" and collectively, the "Lenders"), THE BANK OF
  NOVA SCOTIA, a Canadian chartered bank ("Scotiabank"), as administrative agent
  (in such capacity, the "Administrative Agent") for itself and the other Lenders,
  CITICORP USA INC., a Delaware corporation ("Citicorp"), as Documentation Agent
  for the Lenders, Scotiabank and Citicorp, as co-syndication agents (in such
  capacity, the "Co-Syndication Agents") for themselves and the other Lenders ,
  GENERAL ELECTRIC CAPITAL CORPORATION, THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW
  YORK BRANCH, THE LONG-TERM CREDIT BANK OF JAPAN LIMITED, NEW YORK BRANCH,
  NATIONSBANK N.A., THE TORONTO-DOMINION BANK and WELLS FARGO BANK, as Co-Agents
  for themselves and the other Lenders, and AMSOUTH BANK OF ALABAMA, BANK OF
  AMERICA NT & SA, CORESTATES BANK, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
  CREDITANSTALT- BANKVEREIN and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
  BRANCH, as Lead Managers for themselves and the other Lenders.
  
  
                                W I T N E S S E T H:
  
           WHEREAS, the Borrowers, the Guarantors, various financial institutions
  (the "Existing Lenders") and the Agents have heretofore entered into the Amended
  and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of
  October 27, 1995 (together with all Exhibits, Schedules and attachments thereto,
  in each case as amended by the First Amendment and Limited Waiver to Amended and
  Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September
  12, 1996, or otherwise modified prior to the date hereof, the "Credit
  Agreement");
  
           WHEREAS, the Borrowers desire to amend certain provisions of
  the Credit Agreement to, among other things,
  <PAGE>
                    (a) provide for an increase in (i) the Reducing Revolving
           Commitment Amount in a maximum aggregate amount equal to $333,750,000
           and (ii) the sub-facility for Letters of Credit in a maximum aggregate
           stated amount equal to $25,000,000;
  
                    (b) postpone the payment of Term Loans scheduled on November
           30, 1996, February 28, 1997 and May 31, 1997 to the last four principal
           amortization dates of the Term Loans, including the Maturity Date;
  
                    (c)  reduce the Applicable Margin applicable to the
           Loans;
  
                    (d)  reduce the Commitment Fee Rate; and
  
                    (e)  amend the terms of certain covenants contained in
           the Credit Agreement;
  
           WHEREAS, the Guarantors will derive substantial benefits
  from the amendments effected hereby; and
  
           WHEREAS, the Agents and the other Lender Parties are willing, on and
  subject to the terms and conditions set forth below, to amend certain provisions
  of the Credit Agreement as provided below (the Credit Agreement, as amended
  pursuant to the terms of this Amendment, being referred to as the "Amended
  Credit Agreement") below;
  
           NOW, THEREFORE, in consideration of the premises and the mutual
  agreements herein contained, the Borrowers, the Guarantors, the Agents and the
  other Lender Parties hereby agree as follows:
  
  
  PART I
  
                                     DEFINITIONS
  
           SUBPART 1.1. Certain Definitions. The following terms (whether or not
  underscored) when used in this Amendment shall have the following meanings (such
  meanings to be equally applicable to the singular and plural forms thereof):
  
           "Administrative Agent" is defined in the preamble.
  
           "AHM Acquisition" is defined in the preamble.
  
           "Amended Credit Agreement" is defined in the fourth recital.
  
                                        2
  <PAGE>
           "Amendment" is defined in the preamble.
  
           "Borrower" and "Borrowers" are defined in the preamble.
  
           "Citicorp" is defined in the preamble.
  
           "Co-Syndication Agents" is defined in the preamble.
  
           "Credit Agreement" is defined in the first recital.
  
           "Existing Lenders" is defined in the first recital.
  
           "Existing Total Exposure Amount" means, with respect to each Lender, an
  amount equal to the sum of (a) the outstanding principal amount of all Term
  Loans of such Lender after giving effect to the reallocation thereof pursuant to
  Subpart 4.1.1(b) as set forth on Schedule II attached hereto and (b) the
  outstanding Reducing Revolving Loan Commitment Amount of such Lender after
  giving effect to the reallocation thereof pursuant to Subpart 4.1.1(b) as set
  forth on Schedule II attached hereto.
  
           "Guarantor" and "Guarantors" are defined in the preamble.
  
           "Lender" and "Lenders" are defined in the preamble.
  
           "New Exposure Amount" means, with respect to each Lender, an amount
  equal to the excess of (a) the aggregate sum of (i) the outstanding principal
  amount of all Term Loans of such Lender after giving effect to Part II hereof as
  set forth on Schedule I attached hereto and (ii) the outstanding Reducing
  Revolving Loan Commitment Amount of such Lender after giving effect to Part II
  hereof as set forth on Schedule I attached hereto over (b) such Lender's
  Existing Total Exposure Amount.
  
           "OHC" is defined in the preamble.
  
           "Scotiabank" is defined in preamble.
  
           "Second Amendment Effective Date" is defined in Subpart 3.1.
  
           SUBPART 1.2. Other Definitions. Terms for which meanings are provided
  in the Credit Agreement are, unless otherwise defined herein or the context
  otherwise requires, used in this Amendment with such meanings.
  
  
                                       PART II
  
                                     AMENDMENTS
  
                                        3
  <PAGE>
           Effective on (and subject to the occurrence of) the Second Amendment
  Effective Date, the Credit Agreement is hereby amended
  in accordance with this Part II; except as so amended or modified by this
  Amendment, the Credit Agreement shall continue in full force and effect.
  
           SUBPART 2.1. Amendments to Article I. Article I of the Credit Agreement
  is hereby amended in accordance with Subparts 2.1.1 through 2.1.3.
  
           SUBPART 2.1.1. Section 1.1 ("Definitions") of the Credit Agreement is
  hereby amended by deleting the defined terms "Base Acquisition Level" and "Base
  Acquisition Levels" in such Section.
  
           SUBPART 2.1.2. Section 1.1 ("Definitions") of the Credit Agreement is
  hereby amended by inserting in such Section the following definitions in the
  appropriate alphabetical order:
  
                    "Second Amendment" means the Second Amendment to Amended and
           Restated Credit, Security, Guaranty and Pledge Agreement, dated as of
           November 26, 1996, among the Borrowers, the Guarantors parties thereto,
           the Agents and the other Lender Parties.
  
                    "Second Amendment Effective Date" is defined in
           Subpart 3.1 of the Second Amendment.
  
           SUBPART 2.1.3. Section 1.1 of the Credit Agreement is hereby further
  amended as follows:
  
           (a)  The definition of "Applicable Margin" is hereby amended
  in its entirety to read as follows:
  
                    "Applicable Margin" means, during the applicable periods set
           forth below: (a) with respect to the unpaid principal amount of each
           Loan maintained at the Fixed Rate, the applicable percentage rate per
           annum set forth below in the column entitled "Applicable Margin for
           Fixed Rate Loans"; and (b) with respect to the unpaid principal amount
           of each Loan maintained at the Floating Rate, the applicable percentage
           rate per annum set forth below in the column entitled "Applicable
           Margin for Floating Rate Loans".
  
  <TABLE>
  <CAPTION>
            Consolidated                      Applicable Margin                     Applicable Margin
             Cash Flow                         For Fixed Rate                         For Floating
                Ratio                               Loans                              Rate Loans
  <S>                                              <C>                                    <C>
  >4.00:1.00                                       1.500%                                 .500%
  >3.50:1.00                                       1.250%                                 .250%
  
                                         4
  <PAGE>
  >3.00:1.00                                       1.000%                                 .000%
  >2.50:1.00                                        .875%                                 .000%
  <2.50:1.00                                        .625%                                 .000%
  </TABLE>
  
                    The Consolidated Cash Flow Ratio used to compute the
           Applicable Margin shall be the Consolidated Cash Flow Ratio set forth
           in the Compliance Certificate most recently delivered by OrNda to the
           Administrative Agent pursuant to Section 5.1(d). Changes in the
           Applicable Margin resulting from a change in the Consolidated Cash Flow
           Ratio shall become effective upon delivery by OrNda to the
           Administrative Agent of a new Compliance Certificate pursuant to
           Section 5.1(d). If OrNda shall fail to deliver a Compliance Certificate
           as required pursuant to Section 5.1(d), the Applicable Margin from and
           including the date OrNda was required to deliver such Compliance
           Certificate to the Administrative Agent until the date OrNda does
           deliver such Compliance Certificate to the Administrative Agent shall
           conclusively be presumed to equal the highest relevant Applicable
           Margin set forth above.
  
           (b) The definition of "CAPEX Step-Up Amount" is hereby amended in its
  entirety to read as follows:
  
                    "CAPEX Step-Up Amount" for any Fiscal Year of OrNda means an
           amount equal to the sum during such Fiscal Year of (a) the
           Carry-Forward Amount for such Fiscal Year which is not utilized during
           such Fiscal Year for Permitted Acquisitions in accordance with Section
           6.6 or for Capital Expenditures in accordance with Section 6.19, plus
           (b) 100% of the Cash proceeds from the issuance after the Restatement
           Effective Date of any equity securities (including, without limitation,
           any Approved Preferred Stock) by OrNda or any Consolidated Subsidiary
           that were used to make Capital Expenditures pursuant to Section 6.19
           within one year of such issuance, plus (c) for all Persons acquired by
           OrNda or any Consolidated Subsidiary for aggregate consideration
           exceeding $5,000,000 in any Fiscal Year (or portion thereof) ending on
           or after the Second Amendment Effective Date, an amount equal to 40% of
           the sum of (A) Pro Forma EBITDA of all Persons so acquired during such
           Fiscal Year plus (B) EBITDA for the Trailing Period for all Persons so
           acquired in any prior Fiscal Year of OrNda.
  
           (c)  The definition of "Carry-Forward Amount" is hereby
  amended in its entirety to read as follows:
  
                    "Carry-Forward Amount" means, as of any date of determination
           thereof, an amount equal to the excess, if
  
                                         5
  <PAGE>
           any, of (a) the amount of Consolidated Capital Expenditures permitted
           to be incurred by OrNda and the Consolidated
           Subsidiaries during the Fiscal Year immediately preceding such
           determination date in accordance with Section 6.19, over (b) the amount
           of Consolidated Capital Expenditures incurred by OrNda and the
           Consolidated Subsidiaries for such immediately preceding Fiscal Year;
           provided, however, that (i) in any event the "Carry-Forward Amount"
           shall, for the purposes of any determination thereof, be net of any
           portion thereof which constituted part of the Acquisition Step-Up
           Amount or the CAPEX Step-Up Amount during such preceding Fiscal Year
           and was actually utilized for Permitted Acquisitions or Capital
           Expenditures, respectively, (ii) under no circumstances shall the net
           "Carry-Forward Amount" exceed $75,000,000 in any Fiscal Year of OrNda,
           (iii) if the "Carry-Forward Amount" is not used in full in any Fiscal
           Year of OrNda, it may not be carried forward to any subsequent Fiscal
           Year of OrNda, (iv) no portion of the "Carry-Forward Amount" shall be
           used in any Fiscal Year of OrNda until the entire amount of the Capital
           Expenditures permitted to be made or incurred in such Fiscal Year
           pursuant to Section 6.19 (exclusive of any portion thereof attributable
           to the "Carry-Forward Amount") shall have been so used, and (v) the
           "Carry-Forward Amount" for the 1995 Fiscal Year shall be equal to
           $15,000,000.
  
           (d) The definition of "Commitment Fee Rate" is hereby amended in its
  entirety to read as follows:
  
                    "Commitment Fee Rate" means the applicable percentage set
           forth below in the column entitled "Commitment Fee Rate".
  
  
              Consolidated
             Cash Flow Ratio                        Commitment Fee Rate
               >4.00:1.00                                 .3750%
               >3.50:1.00                                 .3750%
               >3.00:1.00                                 .3250%
               >2.50:1.00                                 .2500%
               <2.50:1.00                                 .2000%
  
                    The Consolidated Cash Flow Ratio used to compute the
           Commitment Fee Rate shall be the Consolidated Cash Flow Ratio set forth
           in the Compliance Certificate most recently delivered by OrNda to the
           Administrative Agent pursuant to Section 5.1(d); changes in the
           Commitment Fee Rate resulting from a change in the Consolidated Cash
           Flow Ratio shall
  
                                         6
  <PAGE>
           become effective upon delivery by OrNda to the
           Administrative Agent of a new Compliance Certificate
           pursuant to Section 5.1(d). If OrNda shall fail to deliver a Compliance
           Certificate as required pursuant to Section 5.1(d), the Commitment Fee
           Rate from and including the date OrNda was required to deliver such
           Compliance Certificate to the Administrative Agent until the date OrNda
           does deliver such Compliance Certificate to the Administrative Agent
           shall conclusively be presumed to equal the highest Commitment Fee Rate
           set forth above.
  
           (e) The definition of "Reducing Revolving Commitment Amount" is hereby
  amended in its entirety to read as follows:
  
                    "Reducing Revolving Commitment Amount" means, with respect to
           all the Reducing Revolving Lenders, $773,750,000, as such amount may be
           reduced from time to time pursuant to Section 2.4.
  
           SUBPART 2.2. Amendments to Article II. Article II of the Credit
  Agreement is hereby amended in accordance with Subparts 2.2.1 through 2.2.9.
  
           SUBPART 2.2.1. Clause (a) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (a) Subject to the terms and conditions hereof and of the
           Second Amendment, each Reducing Revolving Lender agrees, severally and
           for itself alone, that as of the Second Amendment Effective Date and
           before the making of any additional Reducing Revolving Loan on or after
           the Second Amendment Effective Date, such Lender shall be deemed to
           have made a revolving loan in a principal amount equal to the amount
           set forth opposite its name on Schedule II to the Second Amendment
           under the heading "Outstanding Reducing Revolving Loans".
  
           SUBPART 2.2.2. Clause (b) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (b) Subject to the terms and conditions hereof and of the
           Second Amendment, each Term Loan Lender agrees, severally and for
           itself alone, that as of the Second Amendment Effective Date, such
           Lender shall be deemed to have made a term loan in a principal amount
           equal to the amount set forth opposite its name on Schedule II to the
           Second Amendment under the heading "Outstanding Term Loans".
  
                                         7
  <PAGE>
           SUBPART 2.2.3. Clause (c) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (c) Subject to the terms and conditions hereof and of the
           Second Amendment, at any time and from time to time from the Second
           Amendment Effective Date to (but not including) the Reducing Revolving
           Commitment Termination Date, each Reducing Revolving Lender agrees,
           severally and for itself alone, that it shall, pro rata according to
           such Lender's Reducing Revolving Pro Rata Share of the Reducing
           Revolving Loan Commitment Amount, make Reducing Revolving Loans to the
           Borrowers in such amounts as the Borrowers may request; provided, that
           after giving effect to each such Reducing Revolving Loan, the aggregate
           outstanding principal amount of all Reducing Revolving Loans (i) of all
           Reducing Revolving Lenders does not exceed an amount equal to the
           excess of the Reducing Revolving Commitment Amount over the aggregate
           amount of all Letter of Credit Obligations then outstanding, and (ii)
           of such Reducing Revolving Lender does not exceed such Lender's
           Reducing Revolving Pro Rata Share of an amount equal to the excess of
           the Reducing Revolving Commitment Amount over the aggregate amount of
           all Letter of Credit Obligations then outstanding. On and subject to
           the conditions hereof, the Borrowers may from time to time, prior to
           October 30, 2001, borrow, prepay and reborrow the Reducing Revolving
           Loans.
  
           SUBPART 2.2.4. Clause (b) of Section 2.2 ("Letters of Credit") of the
  Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (b) Subject to the terms and conditions hereof and of the
           Second Amendment, at any time and from time to time from the Second
           Amendment Effective Date to (but not including) the Reducing Revolving
           Commitment Termination Date, Scotiabank shall arrange, pursuant to the
           terms of this Section 2.2, for the issuance by the Letter of Credit
           Issuer of such Letters of Credit as the Borrowers may request by a
           Request for Letter of Credit; provided, that after giving effect to the
           Letter of Credit Obligations incurred by the Lenders as a result
           thereof, (i) the aggregate amount of all Letter of Credit Obligations
           then outstanding does not exceed $75,000,000, and (ii) the Loan
           Facility Usage of the Reducing Revolving Commitment (x) of all the
           Reducing Revolving Lenders does not exceed the Reducing Revolving
           Commitment Amount and (y) of each Reducing Revolving Lender does not
           exceed such Reducing Revolving Lender's Reducing Revolving Pro Rata
           Share of the Reducing Revolving Commitment Amount. All Letters of
           Credit arranged for by Scotiabank hereunder shall be standby letters of
           credit,
  
                                         8
  <PAGE>
           reasonably deemed necessary by the Borrowers to support
           obligations of the Borrowers and the Consolidated Subsidiaries which
           are of the type supported by letters of
           credit on the Restatement Effective Date or which are incurred in the
           ordinary course of business of OrNda and the Consolidated Subsidiaries.
           The term of any Letter of Credit shall not exceed one year and in no
           event shall any amounts be payable thereunder beyond the Maturity Date.
  
           SUBPART 2.2.5. Clause (a) of Section 2.3 ("Participating Interests in
  Letter of Credit Obligations") of the Credit Agreement is hereby amended in its
  entirety to read as follows:
  
                    (a) Subject to the terms and conditions hereof and of the
           Second Amendment, each Reducing Revolving Lender agrees, severally and
           for itself alone, that as of the Second Amendment Effective Date and
           before giving effect to the issuance of any new Letter of Credit on the
           Second Amendment Effective Date, such Lender shall be deemed to have
           outstanding participating interests in Letter of Credit Obligations in
           an aggregate amount equal to the amount set forth opposite its name on
           Schedule II to the Second Amendment under the heading "Outstanding
           Participating Interests in LC Obligations".
  
           SUBPART 2.2.6. Clause (b) of Section 2.4.2 ("Mandatory Reduction of
  Lenders' Commitments") of the Credit Agreement is hereby amended in its entirety
  to read as follows:
  
                    (b) On each date set forth below, the Reducing Revolving
           Commitment Amount shall be permanently reduced by the amount set forth
           opposite each such date:
  
  
                                                   Reducing Revolving
                          Date                      Commitment Amount
  
                     October 30, 1998                  $50,000,000
                     October 30, 1999                  $50,000,000
                     October 30, 2000                  $90,000,000
                     October 30, 2001                 $583,750,000
  
                    In addition, if all the Term Loans have been paid in full, the
           Reducing Revolving Commitment Amount shall be permanently reduced on
           the applicable dates on which mandatory prepayments of Loans shall be
           required to be made pursuant to such Section 2.5.3(a) by an aggregate
           amount equal to the remaining balance of all proceeds which would have
           been applied by the Borrowers to the prepayment of the Term Loans if
           Term Loans had been outstanding on such dates
  
                                         9
  <PAGE>
           in the amount of such remaining balance. All such reductions in the
           Reducing Revolving Commitment Amount shall be applied against the
           scheduled annual reductions of the Reducing Revolving Commitment Amount
           set forth above in this paragraph (b) (i) in the inverse order, in the
           case of (A) Excess Asset Sale Proceeds derived from Net Cash
           Proceeds as a result of Dispositions of Accounts (other than pursuant
           to the sale of a Subsidiary of OrNda or all or substantially all of the
           assets of a Subsidiary of OrNda, in each case in accordance with the
           terms hereof) and (B) Subordinated Debt Proceeds and (ii) pro rata in
           the case of (A) Excess Asset Sale Proceeds derived from all other Net
           Cash Proceeds as a result of all other types of Dispositions, (B)
           Equity Proceeds and (C) Sale and Leaseback Proceeds (other than any
           Short-Term Sale and Leaseback Proceeds).
  
           SUBPART 2.2.7. Section 2.5.1 ("Repayment of Loans") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 2.5.1. Repayment of the Loans. The Borrowers jointly
           and severally agree to repay in full the unpaid principal amount of
           each Loan on the Maturity Date. In addition, the Borrowers jointly and
           severally agree (subject to Sections 2.5.2 and 2.5.3), on each
           Quarterly Payment Date set forth below, to make scheduled quarterly
           payments on the Term Loans in the amounts set forth below,
  
  
  Quarterly Payment Date                                           Amount
  February 29, 1996                                           $11,250,000
  May 31, 1996                                                $11,250,000
  August 31, 1996                                             $11,250,000
  November 30, 1996                                           $         0
  February 28, 1997                                           $         0
  May 31, 1997                                                $         0
  August 31, 1997                                             $13,750,000
  November 30, 1997                                           $13,750,000
  February 28, 1998                                           $18,750,000
  May 31, 1998                                                $18,750,000
  August 31, 1998                                             $18,750,000
  November 30, 1998                                           $18,750,000
  February 28, 1999                                           $21,250,000
                                         10
  <PAGE>
  Quarterly Payment Date                                           Amount
  May 31, 1999                                                $21,250,000
  August 31, 1999                                             $21,250,000
  November 30, 1999                                           $21,250,000
  February 29, 2000                                           $23,750,000
  May 31, 2000                                                $23,750,000
  August 31, 2000                                             $23,750,000
  November 30, 2000                                           $23,750,000
  February 28, 2001                                           $35,000,000
  May 31, 2001                                                $35,000,000
  August 31, 2001                                             $35,000,000
  Maturity Date                                               $38,750,000
  
           SUBPART 2.2.8. Section 2.10 ("Commitment Fees") of the Credit Agreement
  is hereby amended in its entirety to read as follows:
  
                    SECTION 2.10.  Commitment Fees.  From and after the
           Second Amendment Effective Date:
  
                             (a) The Borrowers jointly and severally agree to pay
                    to the Administrative Agent, for the account of each Reducing
                    Revolving Lender according to that Lender's Reducing Revolving
                    Pro Rata Share of the Reducing Revolving Commitment Amount, a
                    commitment fee equal to the Commitment Fee Rate per annum of
                    the average daily amount by which the Reducing Revolving
                    Commitment Amount exceeds the Loan Facility Usage with respect
                    thereto.
  
                             (b) All commitment fees shall accrue daily commencing
                    on the Second Amendment Effective Date and be payable in
                    arrears on each Quarterly Payment Date and each relevant
                    Commitment Termination Date with respect to each type of Loan.
  
           SUBPART 2.2.9. Section 2.26 ("Replacement Notes") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 2.26. Replacement Notes. Each Lender's Loans shall be
           evidenced by a Note payable to the order of such Lender in a maximum
           principal amount equal to such Lender's Pro Rata Share (as of the
           Second Amendment Effective Date) of all Term Loans or Reducing
           Revolving Loan Commitment
  
                                         11
  <PAGE>
           Amount. Each Reducing Revolving Note and each
           Term Loan Note issued on the Second Amendment Effective Date shall, to
           the extent it evidences any portion of a Loan which was sold
           and assigned to such Lender pursuant to Subpart 4.1.1(b) of the Second
           Amendment, be issued in substitution and exchange for, and not in
           satisfaction or payment of, the existing Note that evidenced such
           existing Loan before giving effect to the Second Amendment, and the
           Indebtedness (together with the obligation to pay accrued interest
           thereon) originally owing to the applicable Existing Lender (as defined
           in the Second Amendment) and to be evidenced by such replacement Notes
           delivered pursuant to the Second Amendment shall be (and the Borrowers
           hereby acknowledge and agree that such Indebtedness is) a continuing
           Indebtedness, and nothing herein or therein contained shall be
           construed to release or terminate any Lien or security interest given
           to secure such Indebtedness. The Borrowers hereby irrevocably authorize
           each Lender to make (or cause to be made) appropriate notations on the
           grid attached to such Lender's Note (or on any continuation of such
           grid), which notations, if made, shall evidence, inter alia, the date
           of, the outstanding principal of, and the interest rate and Interest
           Period applicable to the Loans evidenced thereby. Such notations shall
           be conclusive and binding on the Borrowers absent manifest error;
           provided, however, that the failure of any Lender to make any such
           notations shall not limit or otherwise affect any Obligations of the
           Borrowers or any other Credit Party.
  
           SUBPART 2.3. Amendments to Article III. Article III of the Credit
  Agreement is hereby amended in accordance with Subparts 2.3.1 and 2.3.2.
  
           SUBPART 2.3.1. Section 3.5 ("Investments; Subsidiaries") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 3.5 Investments; Subsidiaries. (a) Annexed as Schedule
           3.5(a) to the Second Amendment is a correct and complete list as of the
           Second Amendment Effective Date of all Subsidiaries of OrNda, other
           than Joint Ventures, showing as to each such Subsidiary its name, the
           jurisdiction of its incorporation and the ownership, by Borrower or
           Subsidiary, of the capital stock of each such Subsidiary, and
           indicating which Subsidiaries are Hospital Subsidiaries.
  
                    (b) Annexed as Schedule 3.5(b) to the Second Amendment is a
           correct and complete list as of the Second Amendment Effective Date of
           all Joint Ventures and related Joint Venture Agreements, other than
           Joint Ventures the book value
  
                                         12
  <PAGE>
           of the Borrowers' Investment in which does not exceed $1,500,000 in
           the aggregate.
  
           SUBPART 2.3.2. Section 3.13 ("Disclosure") of the Credit Agreement is
  hereby amended in its entirety to read as follows:
  
                    SECTION 3.13. Disclosure. As of the Second Amendment Effective
           Date, neither this Agreement, any other Loan Document, nor any written
           statement made by a Senior Officer or Responsible Official of OrNda or
           any of its Subsidiaries to the Administrative Agent or any other Lender
           Party in connection with this Agreement, or any other Loan Document,
           contains any untrue statement of a material fact or, taken as a whole,
           omits a material fact necessary in order to make the statement made not
           misleading. As of the Second Amendment Effective Date, there is no fact
           known to OrNda or any of its Subsidiaries which would reasonably be
           expected to constitute a Material Adverse Effect that has not been
           disclosed to the Administrative Agent and the Lenders. No written
           statement (including all the information delivered from time to time
           pursuant to Section 5.1) made by a Senior Officer or Responsible
           Official of OrNda or any of its Subsidiaries after the Second Amendment
           Effective Date to the Administrative Agent or any other Lender Party in
           connection with this Agreement or any other Loan Document shall contain
           any untrue statement of a material fact or, taken as a whole, will omit
           a material fact necessary to make such statements not misleading.
  
           SUBPART 2.4. Amendments to Article V. Article V of the Credit Agreement
  is hereby amended in accordance with Subpart 2.4.1.
  
           SUBPART 2.4.1. Clause (s) of Section 5.1 ("Financial Statements,
  Reports, Notices, etc.") of the Credit Agreement is hereby amended in its
  entirety to read as follows:
  
                    (s) Notices of Permitted Acquisitions. On or prior to the
           consummation of any Permitted Acquisition, evidence of compliance with
           the applicable requirements, if any, of Sections 6.6(b)(ii) and (iii),
           which evidence in the case of Section 6.6(b)(ii) shall be in the form
           of the relevant calculations provided for in the Compliance
           Certificate.
  
           SUBPART 2.5. Amendments to Article VI. Article VI of the Credit
  Agreement is hereby amended in accordance with Subparts 2.5.1 through 2.5.4.
  
           SUBPART 2.5.1. Clause (l) of Section 6.1 ("Limitation on Indebtedness")
  of the Credit Agreement is hereby amended in its entirety to read as follows:
  
                                         13
  <PAGE>
                    (l)  additional unsecured Indebtedness of any Credit
           Party not otherwise permitted by this Section 6.1 which, at the time
           incurred, together with any other Indebtedness then outstanding and
           permitted solely by this paragraph (l) and paragraphs (d), (f) (as such
           paragraph (f) relates to the extension, renewal or refinancing of
           Indebtedness incurred pursuant to paragraphs (d), (h) and (k)), (h),
           (j)(ii)(y) and (k), does not exceed $200,000,000 in the aggregate;
  
           SUBPART 2.5.2. Section 6.5 ("Limitation on Mergers and Consolidations,
  etc.") of the Credit Agreement is hereby amended in its entirety to read as
  follows:
  
                    SECTION 6.5. Limitation on Mergers and Consolidations, etc.
           Merge, consolidate or amalgamate with or into, or liquidate or
           dissolve, any Person, except mergers, consolidations, amalgamations,
           liquidations or dissolution (a) of a wholly-owned Subsidiary of OrNda
           into OrNda (with OrNda as the surviving entity) or into another
           wholly-owned Subsidiary of OrNda, and (b) of a Subsidiary of OrNda in a
           transaction constituting a Disposition permitted by Section 6.4 or an
           Acquisition permitted by Section 6.6. OrNda will have no Subsidiaries
           other than those referred to in Schedules 3.5(a) and (b) to the Second
           Amendment and those which are permitted to have been organized or
           acquired in accordance with this Section 6.5 and Sections 6.6 and 6.7.
  
           SUBPART 2.5.3. Section 6.6 ("Limitation on Acquisitions") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 6.6. Limitation on Acquisitions. (a) Directly or
           indirectly, make any Acquisition, or enter into any agreement to make
           any Acquisition, or make any public announcement or disclosure of any
           intent to make any Acquisition, except (i) if each (if any), letter of
           intent, commitment letter, purchase agreement or similar agreement and
           public announcement relating to the subject Acquisition expressly
           provides that the consummation of such Acquisition is subject to the
           approval of the Required Lenders, (which approval, the parties hereto
           agree, may be granted or withheld in the sole discretion of the
           Required Lenders), or (ii) subject to paragraph (b), for Permitted
           Acquisitions for consideration consisting of any combination of (A)
           Cash, (B) Cash Equivalents, (C) common stock of OrNda (valued at the
           market value thereof as of the date the relevant definitive purchase
           agreement is entered into), (D) other securities or property of OrNda
           or any Consolidated Subsidiary (valued in good faith by the Board of
           Directors of OrNda or the Executive Committee thereof), (E) the
  
                                         14
  <PAGE>
           assumption of any Indebtedness that would be classified as
           long term indebtedness on a consolidated balance sheet of OrNda, which
           consists of borrowed funds, or which is secured by any material asset
           (valued at the principal amount thereof), (F) any other consideration
           (valued in good faith by the Board of Directors of OrNda or the
           Executive Committee thereof) or (G) any combination of the foregoing.
  
                    (b) No Permitted Acquisition (including, without limitation,
           no Proposed Acquisition) (i) shall be made or committed to be made if a
           Default or Event of Default exists at the time of such Permitted
           Acquisition or would result therefrom, (ii) requiring the aggregate
           payment by OrNda and its Subsidiaries of more than $100,000,000 shall
           be consummated if OrNda fails to establish, no later than the date of
           consummation of such Permitted Acquisition, compliance on a pro forma
           historical basis with Sections 6.22 and 6.23 for a period of 12
           consecutive calendar months immediately preceding the consummation of
           each such Permitted Acquisition, (iii) shall be consummated if OrNda
           fails to establish, no later than the date of consummation of such
           Permitted Acquisition, to the Administrative Agent's reasonable
           satisfaction that no material environmental liabilities are being
           assumed by OrNda or any of its Subsidiaries, in connection with any
           such Permitted Acquisition, or (iv) requiring the aggregate payment by
           OrNda and its Subsidiaries of more than $180,000,000 shall be
           consummated unless such Permitted Acquisition has been approved by the
           Required Lenders. As used in clauses (ii) and (iv) of the immediately
           preceding sentence, "aggregate payment" means (A) Cash (other than Net
           Equity Cash Proceeds used, within one year of the receipt thereof by
           any Borrower or any Consolidated Subsidiary, to pay the purchase price
           obligations of such Permitted Acquisition), (B) assumed Indebtedness
           for borrowed money, and/or (C) any Acquisition CAPEX.
  
           SUBPART 2.5.4. Section 6.19 ("Limitation on Capital Expenditures") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 6.19. Limitation on Capital Expenditures. Make or
           incur any obligation to make Consolidated Capital Expenditures during
           any Fiscal Year of OrNda in excess of $200,000,000 (such amount to be
           increased, dollar-for-dollar, in each Fiscal Year of OrNda following
           the Restatement Effective Date, by the CAPEX Step-Up Amount, if any,
           for such Fiscal Year); provided, however, that to the extent that OrNda
           or any Consolidated Subsidiary shall have made a Capital Expenditure
           for the acquisition or construction of any assets which are the subject
           of any Sale
  
                                         15
  <PAGE>
           and Leaseback Transaction under a lease that qualifies
           under GAAP as an Operating Lease within six months of the consummation
           of such acquisition or the completion of such construction, the amount
           originally applied against the Capital Expenditure basket provided in
           this Section 6.19 as usage thereof shall, to the full extent of any
           Short-Term Sale and Leaseback Proceeds realized within such six-month
           period, be restored as if such Capital Expenditure had not occurred.
  
           SUBPART 2.6. Conforming Amendments to Exhibit E to Credit Agreement.
  Exhibit E (Form of Compliance Certificate) to the Credit Agreement is hereby
  amended in its entirety to read as set forth in Annex I attached hereto.
  
           SUBPART 2.7. Covenant Compliance and Rates and Fees in Respect of Loans
  and Letters of Credit outstanding or issued prior to the Second Amendment
  Effective Date. Notwithstanding anything in the foregoing to the contrary, any
  determination of applicable interest rates and fees in respect of Loans and
  Letters of Credit outstanding or issued under the Credit Agreement prior to the
  Second Amendment Effective Date, and any determination of compliance with the
  provisions of the Credit Agreement (including with the financial covenants set
  forth in Article VI of the Credit Agreement) for any period prior to the Second
  Amendment Effective Date, shall be made pursuant to the terms of the Credit
  Agreement as in effect immediately prior to the Second Amendment Effective Date
  and the defined terms applicable to any such determination shall have the
  meanings provided in the Credit Agreement as in effect immediately prior to the
  Second Amendment Effective Date.
  
  
                                      PART III
  
                       CONDITIONS TO EFFECTIVENESS; EXPIRATION
  
           SUBPART 3.1. Second Amendment Effective Date. This Amendment, and the
  amendments and modifications contained herein, shall be and become effective on
  the date (the "Second Amendment Effective Date") when each of the conditions set
  forth in this Subpart 3.1 shall have been fulfilled to the satisfaction of the
  Administrative Agent and each of the Lenders; provided, that, such date shall
  occur prior to the termination date set forth in Subpart 3.2.
  
           SUBPART 3.1.1. Execution of Counterparts. The Co- Syndication Agents
  shall have received counterparts of this Amendment, duly executed and delivered
  on behalf of the Borrowers, the Guarantors, the Co-Syndication Agents and each
  other Lender Party.
  
                                         16
  <PAGE>
           SUBPART 3.1.2. Notes. The Co-Syndication Agents shall have received,
  for the account of each Lender, such Lender's replacement Notes, dated the
  Second Amendment Effective Date, each duly completed and executed by a Senior
  Officer of each Borrower and conforming to the requirements of Section 2.26 of
  the Amended Credit Agreement. In addition, each Lender shall have delivered to
  the Administrative Agent each of its existing Notes, and the Administrative
  Agent shall have marked such notes "replaced" and returned them to the
  Borrowers.
  
           SUBPART 3.1.3. Supporting Documents of Credit Parties. The
  Co-Syndication Agents shall have received from each Credit Party copies for each
  Lender of the following:
  
                    (a) a copy of each Credit Party's certificate of incorporation
           or limited partnership, as the case may be, certified as of a date
           reasonably near (but prior to) the Second Amendment Effective Date, by
           the Secretary of State of the State of such Credit Party's
           incorporation or formation, as the case may be, or a representation and
           warranty from such Credit Party (other than a Borrower) that the
           certificate of incorporation or limited partnership, as the case may
           be, of such Credit Party (other than a Borrower) has not been amended
           or modified since the Restatement Effective Date if such Credit Party
           (other than a Borrower) were a party to the Existing Credit Agreement
           on the Restatement Effective Date;
  
                    (b) a certificate of each such Secretary of State, dated as of
           a date reasonably near (but prior to) the Second Amendment Effective
           Date, as to the good standing of and payment of taxes by such Credit
           Party which, in the case of each Credit Party, lists the charter
           documents on file in the office of such Secretary of State;
  
                    (c) a certificate dated as of a date reasonably near (but
           prior to) the Second Amendment Effective Date as to the good standing
           of each Credit Party issued by the Secretary of State of each
           jurisdiction in which such Credit Party is qualified as a foreign
           corporation; and
  
                    (d) a certificate of the Secretary or general partner, as the
           case may be, of each Credit Party dated the Second Amendment Effective
           Date and certifying, as applicable, (i) that attached thereto is a true
           and complete copy of the bylaws or limited partnership agreement, as
           the case may be, of such Credit Party as in effect on the date of such
           certification or a representation and warranty from such Credit Party
           (other than a Borrower) that the bylaws or limited partnership
           agreement, as the case may be, of such
           Credit Party (other than a Borrower) has not been amended or
  
                                         17
  <PAGE>
           modified since the Restatement Effective Date if such Credit Party
           (other than a Borrower) were a party to the Existing Credit Agreement
           on theRestatement Effective Date, (ii) that attached thereto is a true
           and complete copy of resolutions adopted by the Board of Directors or
           partnership action adopted by the general partner(s), as the case may
           be, of such Credit Party authorizing the execution, delivery and
           performance of this Amendment and the replacement Notes and (iii) as to
           the incumbency and specimen signature of each officer or general
           partner, as the case may be, executing this Amendment or the
           replacement Notes on behalf of such Credit Party (such certificate to
           contain a certification by another officer or general partner, as the
           case may be, or authorized signatory of such Credit Party as to the
           incumbency and signature of each such Secretary or general partner, as
           the case may be, signing the certificate referred to in this clause
           (d)) or a representation and warranty from such Credit Party (other
           than a Borrower) that the incumbencies of the officers or general
           partners, as the case may be, authorized to execute the Existing Credit
           Agreement on behalf of such Credit Party (other than a Borrower) has
           not been amended or modified since the Restatement Effective Date. The
           Co-Syndication Agents and the other Lender Parties may conclusively
           rely on each such certificate until they shall have received a further
           certificate of the Secretary or general partner, as the case may be, of
           each such Credit Party cancelling or amending such prior certificate.
  
           SUBPART 3.1.4. Required Consents and Approvals. All required consents
  and approvals shall have been obtained with respect to the amendments and
  transactions contemplated hereby from (i) all Governmental Authorities with
  jurisdiction over the business, assets, properties or activities of the Credit
  Parties and (ii) any other entity (including any trustee party to any
  Subordinated Indenture) whose consent or approval the Co-Syndication Agents deem
  necessary or appropriate to effect the transactions contemplated hereby.
  
           SUBPART 3.1.5. Solvency Certificate. The Co-Syndication Agents shall
  have received, with copies for each Lender, a solvency certificate in
  substantially the form of Annex II attached hereto, duly executed by either the
  chief financial officer or treasurer of OrNda and dated the Second Amendment
  Effective Date.
  
           SUBPART 3.1.6.  Closing Date Certificates.  The
  Co-Syndication Agents shall have received, with copies for each
  Lender, an appropriate Closing Date Certificate duly executed by
  the chief financial or executive officer or treasurer of each
  Borrower and dated the Second Amendment Effective Date, in which
  
                                         18
  <PAGE>
  certificate each Borrower shall agree and acknowledge that the statements made
  therein shall be true and correct representations and warranties of such
  Borrower as of such date. All documents and agreements appended to the Closing
  Date Certificate shall be in form and substance satisfactory to the
  Co-Syndication Agents and the Lenders.
  
           SUBPART 3.1.7.  Opinions of Counsel.  The Co-Syndication
  Agents shall have received, with copies for each Lender, the
  favorable written opinions dated the date of the Credit Extension
  and addressed to the Co-Syndication Agents and the Lenders of
  
                    (a) Skadden, Arps, Slate, Meagher & Flom, special New York and
           California counsel to the Credit Parties, substantially in the form of
           Annex III-A attached hereto; and
  
                    (b)  Ronald P. Soltman, Esq., counsel of OrNda,
           substantially in the form of Annex III-B attached hereto.
  
           SUBPART 3.1.8. Payment of Fees. The Administrative Agent shall have
  received (a) for each Lender an amendment fee equal to the sum of (i) 7.5 basis
  points on such Lender's Existing Total Exposure Amount plus (ii) 25 basis points
  on such Lender's New Exposure Amount and (b) all other fees payable to the Co-
  Syndication Agents on or prior to the Second Amendment Effective Date.
  
           SUBPART 3.1.9. Material Adverse Change. There has been no material
  adverse change in the consolidated financial condition, results of operations,
  assets, business, properties or prospects of OrNda and the Consolidated
  Subsidiaries, taken as a whole, from the circumstances as reflected in the
  audited financial statements of OrNda and the Consolidated Subsidiaries, OHC and
  its consolidated Subsidiaries, and AHM Acquisition and its consolidated
  Subsidiaries, in each case as of August 31, 1996, true and correct copies of
  which were delivered pursuant to Section 5.1(a) of the Credit Agreement.
  
           SUBPART 3.1.10.  Other Documents.  The Co-Syndication Agents
  shall have received such other documents as the Co-Syndication
  Agents may reasonably request.
  
           SUBPART 3.1.11. Legal Details, etc. All documents executed or submitted
  pursuant hereto shall be satisfactory in form and substance to the
  Co-Syndication Agents and their counsel. The Co-Syndication Agents and their
  counsel shall have received all information and such counterpart originals or
  such certified or other copies or such materials as the Co-Syndication Agents or
  their counsel may reasonably request, and all legal
  matters incident to the transactions contemplated by this
  
                                         19
  <PAGE>
  Amendment shall be satisfactory to the Co-Syndication Agents and their counsel.
  
           SUBPART 3.2. Expiration. If the Second Amendment Effective Date shall
  not have occurred on or prior to December 2, 1996, the agreements of the parties
  hereto contained in this Amendment shall terminate effective immediately on such
  date and without any further action.
  
  
                                       PART IV
  
                           REALLOCATION AND ASSIGNMENT OF
                                LOANS AND COMMITMENTS
  
           SUBPART 4.1. Reallocation and Assignment of Loans and Commitments.
  Subject to the terms and conditions set forth in this Amendment (including Part
  III), each Existing Lender agrees, severally and for itself alone, to assign the
  Loans and Commitments in accordance with this Subpart 4.1.
  
           SUBPART 4.1.1.  Reallocation and Assignments.  Each of the
  Existing Lenders, the Co-Syndication Agents and the Lenders
  agrees that upon the occurrence of the Second Amendment Effective
  Date,
  
                    (a) each of the Existing Lenders with a Reducing Revolving
           Commitment shall be deemed to have sold and assigned to the
           Co-Syndication Agents the portion (if any) of such Existing Lender's
           Term Loans, Reducing Revolving Commitment and Reducing Revolving Loans
           and its Participation Interest in Letter of Credit Obligations, before
           giving effect to Part II hereof, which is in excess of the amount of
           such Existing Lender's Pro Rata Share of all outstanding Term Loans,
           Reducing Revolving Commitment, and outstanding Reducing Revolving
           Loans, and participation interest in all Letter of Credit Obligations,
           respectively, after giving effect to Part II hereof;
  
                    (b) the Co-Syndication Agents shall be deemed to have (i)
           purchased and assumed that portion of the Term Loans, Reducing
           Revolving Commitments and Reducing Revolving Loans and Participation
           Interests in Letter of Credit Obligations, of each Existing Lender
           which are being sold pursuant to paragraph (a) above and (ii)
           reallocated, sold and assigned such portions to the Lenders, and the
           Lenders shall be deemed to have purchased and assumed such portions
           being so sold and assigned, in such a manner and in such amounts so as
           to cause each Lender's Reducing Revolving Commitments and its Pro Rata
           Share of all Loans and Letter of Credit
           Obligations, including the portions thereof being sold to
  
                                         20
  <PAGE>
           such Lender pursuant to this paragraph, to be in each case as set forth
           on Schedule I hereto.
  
           SUBPART 4.1.2.  Additional Provisions for Reallocations and
  Assignments.
  
           (a) Each Existing Lender hereby represents and warrants to the
  Co-Syndication Agents and each Lender, that immediately before giving effect to
  Part II hereof, (i) its Reducing Revolving Commitment, its Term Loans, its
  Reducing Revolving Loans and Participation Interest in Letter of Credit
  Obligations are in the amounts set forth on Schedule II hereto and that it is
  the legal and beneficial owner thereof; and (ii) to the extent that such
  Existing Lender is making a sale and assignment pursuant to Subpart 4.1.1, the
  rights and interests being assigned and sold are free and clear of any adverse
  claim or encumbrance created by such Existing Lender (other than any encumbrance
  to be released automatically upon receipt of payment in respect of such sale and
  assignment), and without recourse or representation or warranty of any kind
  whatsoever except for the representations and warranties set forth in this
  Subpart 4.1.2.
  
           (b) Each Co-Syndication Agent hereby represents and warrants to each
  Lender, that immediately before giving effect to the effectiveness of Subpart
  4.1.1, to the extent the Co-Syndication Agents are making a sale and assignment
  pursuant to Subpart 4.1.1, the rights and interests being assigned and sold are
  free and clear of any adverse claim or encumbrance (other than any encumbrance
  to be released automatically upon receipt of payment in respect of such sale and
  assignment) created by such Co-Syndication Agent, and without recourse or
  representation or warranty of any kind whatsoever except for the representations
  and warranties set forth in this Subpart 4.1.2.
  
           (c) Each of the Lenders hereby acknowledges and agrees that (i) other
  than the representations and warranties contained in paragraphs (a) and (b)
  above, neither the Existing Lenders nor the Co-Syndication Agents have made
  representations or warranties or assumed any responsibility with respect to (x)
  any statements, warranties or representations made in or in connection with this
  Amendment or the execution, legality, validity, enforceability, genuineness or
  sufficiency of this Amendment, the Credit Agreement, or any other Loan Document,
  or (y) the financial condition of the Borrowers or any other Credit Party or the
  performance by the Borrowers or any other Credit Party of the Obligations; (ii)
  it has received such information as it has deemed appropriate to make its own
  credit analysis and decision to enter into this Amendment and; (iii) it has made
  and continues to make its own credit decisions in taking or not taking action
  under this Amendment, independently and without reliance upon the
  
                                         21
  <PAGE>
  Co-Syndication Agents or any Existing Lender (other than itself, if applicable).
  
           (d) The Borrowers, the Existing Lenders, the Administrative Agent and
  the Co-Syndication Agents agree that each Existing Lender which is making a sale
  and assignment pursuant to Subpart 4.1.1(a) shall, as of the Second Amendment
  Effective Date, relinquish its rights and be discharged and released from its
  obligations under this Amendment and the Credit Agreement to the extent of the
  rights and interests so sold and assigned.
  
           (e) The Borrowers, the Lenders, the Administrative Agent and the
  Co-Syndication Agents also agree that each Co-Syndication Agent shall, as of the
  Second Amendment Effective Date, relinquish its rights and be discharged and
  released from its obligations under this Amendment and the Credit Agreement to
  the extent of the rights and interests sold and assigned by it to the Lenders
  pursuant to Subpart 4.1.1(b)(ii).
  
           (f) Concurrently with the occurrence of the Second Amendment Effective
  Date, (i) each Lender which is purchasing any portion of Term Loans, Reducing
  Revolving Commitments and Reducing Revolving Loans and/or Participation
  Interests in Letter of Credit Obligations pursuant to Subpart 4.1.1(b)(ii) shall
  deliver to the Administrative Agent immediately available funds in the full
  amount of the purchase made by it, and (ii) the Administrative Agent shall, to
  the extent of the funds so received, disburse such funds to the Existing Lenders
  which are making sales and assignments pursuant to Subpart 4.1.1(a) in the
  amount of the portions so sold and assigned.
  
           (g) The Borrowers agree that, concurrently with the occurrence of the
  Second Amendment Effective Date, the Borrowers will (i) convert all Loans which
  are Fixed Rate Loans into Floating Rate Loans on the Second Amendment Effective
  Date, and (ii) jointly and severally pay to the Administrative Agent for the
  account of each Existing Lender all interest, fees and other amounts (including,
  without limitation, all amounts owed by the Borrowers under Section 2.15 of the
  Credit Agreement in respect of breakage for funding losses; but excluding
  principal) owed to such Existing Lender under the Credit Agreement.
  
  
                                       PART V
  
                           MISCELLANEOUS; REPRESENTATIONS
  
           SUBPART 5.1. Cross-References. References in this Amendment to any Part
  or Subpart are, unless otherwise specified or otherwise required by the context,
  to such Part or Subpart of this Amendment.
  
                                         22
  <PAGE>
           SUBPART 5.2.  Loan Document and Assignment and Acceptance
  Pursuant to Credit Agreement.
  
           (a) This Amendment is a Loan Document executed pursuant to the Credit
  Agreement and shall be construed, administered and applied in accordance with
  all of the terms and provisions of the Credit Agreement (and, following the
  Second Amendment Effective Date, the Amended Credit Agreement).
  
           (b) This Amendment shall be deemed to be an Assignment and Acceptance
  Agreement executed in accordance with the all of the terms and provisions of the
  Credit Agreement (and, following the Second Amendment Effective Date, the
  Amended Credit Agreement). Schedule III hereto contains the notice address of
  any Lenders which are not Existing Lenders.
  
           SUBPART 5.3. Full Force and Effect; Limited Amendment. Except as
  expressly amended hereby, all of the representations, warranties, terms,
  covenants, conditions and other provisions of the Credit Agreement and the other
  Loan Documents shall remain unamended and shall continue to be, and shall
  remain, in full force and effect in accordance with their respective terms. The
  amendments set forth herein shall be limited precisely as provided for herein to
  the provisions expressly amended herein and shall not be deemed to be an
  amendment to or modification of any other term or provision of the Credit
  Agreement, any other Loan Document referred to therein or herein or of any
  transaction or further or future action on the part of any Borrower or any other
  Obligor which would require the consent of the Lenders under the Credit
  Agreement or any of the other Loan Documents.
  
           SUBPART 5.4. Payment of Fees and Expenses. The Borrowers, jointly and
  severally, hereby agree to pay and reimburse the Administrative Agent for all of
  its reasonable fees and expenses incurred in connection with the negotiation,
  preparation, execution and delivery of this Amendment and related documents,
  including all reasonable fees and disbursements of counsel to the Administrative
  Agent.
  
           SUBPART 5.5. Successors and Assigns. This Amendment shall be binding
  upon and inure to the benefit of the parties hereto and their respective
  successors and assigns.
  
           SUBPART 5.6. Counterparts. This Amendment may be executed by the
  parties hereto in several counterparts, each of which when executed and
  delivered shall be deemed to be an original and all of which shall constitute
  together but one and the same agreement.
  
           SUBPART 5.7.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED
  TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE 
  
                                         23
  <PAGE>
  OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION
  5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).
  
           SUBPART 5.8. Compliance with Warranties, No Default, etc. Both before
  and after giving effect to the occurrence of the Second Amendment Effective Date
  and the amendments to the Credit Agreement set forth above, the Borrowers
  represent and warrant the following statements shall be true and correct:
  
                    (a) the representations and warranties set forth in Article
           III and in Sections 7.13 and 9.15 of the Credit Agreement (excluding,
           however, Sections 3.6 and 3.17 of the Credit Agreement) shall, in each
           case, be true and correct in all material respects with the same effect
           as if made on and as of the Second Amendment Effective Date (except to
           the extent that such representations and warranties relate solely to an
           earlier date, in which case such representations and warranties shall
           be true and correct as of such earlier date).
  
                    (b)  except as disclosed by the Borrowers to the
           Co-Syndication Agents and Lenders pursuant to Sections 3.6
           and 3.17 of the Credit Agreement,
  
                             (i) no labor controversy, litigation, arbitration or
                    governmental investigation or proceeding shall be pending or,
                    to the best knowledge of the Borrowers (after due inquiry),
                    threatened against the Borrowers or any of their Subsidiaries
                    which would reasonably be expected to have a Material Adverse
                    Effect or would adversely affect the legality, validity or
                    enforceability of this Amendment, the Credit Agreement, the
                    Notes or any other Loan Document; and
  
                             (ii) no development shall have occurred in any labor
                    controversy, litigation, arbitration or governmental
                    investigation or proceeding disclosed pursuant to Sections 3.6
                    and 3.17 of the Credit Agreement which would reasonably be
                    expected to have a Material Adverse Effect; and
  
                    (c) No Default shall have then occurred and be continuing, and
           neither the Borrowers nor any of their Subsidiaries is in material
           violation of any law or governmental regulation or court order or
           decree, which violation would, individually or in the aggregate, have a
           Material Adverse Effect.
  
           SUBPART 5.9.  Additional General Representations.  In order
  to induce the Lenders and the Agents to enter into this
  
                                         24
  <PAGE>
  Amendment, the Borrowers hereby additionally represent and warrant as follows:
  
                    (a) the execution and delivery of this Amendment and the
           performance by each of the Borrowers, each of their respective
           Subsidiaries and each other Obligor of each of their respective
           obligations hereunder, under each other Loan Document, under the Credit
           Agreement as amended hereby and, upon the occurrence of the Second
           Amendment Effective Date, under the Amended Credit Agreement are within
           such Person's corporate powers, have been duly authorized by all
           necessary corporate action, have received all necessary governmental
           approval (if any shall be required), and do not (i) contravene such
           Person's organic documents, (ii) contravene any contractual
           restriction, law or governmental regulation or court decree or order
           binding on or affecting such Person or (iii) result in, or require the
           creation or imposition of, any Lien on any of such Person's properties
           (other than pursuant to a Loan Document); and
  
                    (b) this Amendment, each other Loan Document, the Credit
           Agreement as amended hereby and, upon the occurrence of the Second
           Amendment Effective Date, the Amended Credit Agreement are the legal,
           valid and binding obligations of each of the Borrowers, each of their
           respective Subsidiaries and each other Obligor enforceable in
           accordance with their respective terms (except as such enforceability
           may be limited by applicable bankruptcy, insolvency, reorganization or
           similar laws affecting creditors' rights generally and by principles of
           equity).
  
                  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
  
                                         25
  <PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
  executed by their respective duly authorized officers as of the day and year
  first above written.
  
                                              BORROWERS:
  
                                              ORNDA HEALTHCORP
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
  
  
                                              ORNDA HOSPITAL CORPORATION (formerly
                                              known as Summit Hospital
                                              Corporation)
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
  
  
                                              AHM ACQUISITION CO., INC.
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
  
  
  
  
                                              GUARANTORS:
  
                                              AHM CGH, INC.
                                              AHM GEMCH, INC.
                                              AHM JACKSON HOSPITAL INC.
                                              AHM MINDEN HOSPITAL, INC.
                                              AHM SMC, INC.
                                              AHM WCH, INC.
                                              AHMJV, INC.
                                              AMERICAN HEALTHCARE MANAGEMENT
                                                  DEVELOPMENT COMPANY
                                              BONE MARROW/STEM CELL TRANSPLANT
                                                  INSTITUTE OF FLORIDA, INC.
                                              CFMC LP, INC.
                                              CGH REALTY HOLDING, INC.
                                              CHHP, INC.
                                              CHR SERVICE CORP.
                                              CLINIC HOLDINGS, INC.
  
                                         26
  <PAGE>
                                              CLINI-TECH LABORATORIES, INC.
                                              COASTAL COMMUNITIES HEALTH SYSTEMS,
                                                  INC.
                                              COMMONWEALTH CONTINENTAL HEALTH
                                                  CARE, INC.
                                              COMMONWEALTH CONTINENTAL HEALTH CARE
                                                  III, INC.
                                              CORAL GABLES HOSPITAL, INC.
                                              CORAL GABLES HOSPITAL PARTNERS, INC.
                                              CVHS HOSPITAL CORPORATION
                                              CYPRESS FAIRBANKS MEDICAL CENTER,
                                                  INC.
                                              DAVENPORT MEDICAL CENTER, INC.
                                              DOCTORS' HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              EGH, INC.
                                              FMC CENTER, INC.
                                              FOUNTAIN VALLEY HEALTH CARE, INC.
                                              FOUNTAIN VALLEY IMAGING CORPORATION
                                              FOUNTAIN VALLEY PHARMACY, INC.
                                              FOUNTAIN VALLEY REGIONAL HOSPITAL &
                                                  MEDICAL CENTER
                                              FRENCH HOSPITAL MEDICAL CENTER
                                              GCPG, INC.
                                              GGH, INC.
                                              GULF COAST COMMUNITY HOSPITAL, INC.
                                              HARBOR VIEW HEALTH SYSTEMS, INC.
                                              HARBOR VIEW MEDICAL CENTER
                                              HCW, INC.
                                              HEALTH CHOICE ARIZONA, INC.
                                              HEALTH CHOICE HMO, INC.
                                              HEALTH CHOICE PARTNERS, INC.
                                              HEALTH HOLDING COMPANY, INC.
                                              HEALTH RESOURCES CORPORATION OF
                                                  AMERICA - CALIFORNIA
                                              HEALTH RESOURCES CORPORATION OF
                                                  AMERICA - FLORIDA
                                              HNMC, INC.
                                              HNPG, INC.
                                              HOUSTON NORTHWEST HEALTH SYSTEM,
                                                  INC.
                                              HOUSTON NORTHWEST HOME HEALTHCARE, 
                                                  INC.
                                              HOUSTON NORTHWEST MANAGEMENT
                                                  SERVICES, INC.
                                              HOUSTON NORTHWEST MEDICAL CENTER,
                                                  INC.
                                              HOUSTON NORTHWEST PROVIDERS
                                              ALLIANCE, INC.
                                              INDIANAPOLIS HEALTH SYSTEMS, INC.
                                              LANDER VALLEY REGIONAL MEDICAL
                                                  CENTER
                                              LBPG, INC.
                                              LCMH, INC.
                                              LEWISBURG COMMUNITY HOSPITAL, INC.
                                              MANAGED HEALTH ALLIANCE
                                              MCF, INC.
                                              MCS ADMINISTRATIVE SERVICES, INC.
  
                                         27
  <PAGE>
                                              MEDI-HEALTH OF FLORIDA, INC.
                                              MESA GENERAL HOSPITAL MEDICAL
                                                  CENTER, INC.
                                              MIDWAY HOSPITAL MEDICAL CENTER, INC.
                                              MONTEREY PARK HOSPITAL
                                              NAI COMMUNITY HOSPITAL OF PHOENIX,
                                                  INC.
                                              NLVH, INC.
                                              NLVPG OF NEVADA, INC.
                                              OHM HEALTH INITIATIVES, INC
                                              OHM SERVICES, INC.
                                              ORNDA ACQUISITION CORPORATION
                                              ORNDA ACCESS, INC.
                                              ORNDA AMBULATORY NETWORK, INC.
                                              ORNDA HEALTH INITIATIVES, INC.
                                              ORNDA HEALTHCHOICE, INC.
                                              ORNDA HEALTHCORP OF FLORIDA, INC.
                                              ORNDA HEALTHCORP OF MASSACHUSETTS,
                                                  INC.
                                              ORNDA HEALTHCORP OF PHOENIX, INC.
                                              ORNDA HOSPITAL INVESTMENT CORP.
                                              ORNDA INVESTMENTS, INC.
                                              ORNDA MANAGEMENT SERVICES, INC.
                                              ORNDA OF SOUTH FLORIDA, INC.
                                              ORNDA OF SOUTH FLORIDA SERVICES
                                                  CORPORATION
                                              ORNDA PHYSICIANS SERVICES, INC.
                                              ORNDA RECEIVABLES CO.
                                              POWAY HEALTH SYSTEMS, INC.
                                              PREMIER HEALTH RESOURCES, INC.
                                              PROVIDENT NURSING HOMES, INC.
                                              PSH, INC.
                                              QUALICARE OF MISSISSIPPI, INC.
                                              QUALICARE OF WYOMING, INC.
                                              REPUBLIC HEALTH CORPORATION OF
                                                  CENTRAL GEORGIA
                                              REPUBLIC HEALTH CORPORATION OF
                                                  INDIANAPOLIS
                                              REPUBLIC HEALTH CORPORATION OF
                                                  MEREDIAN
                                              REPUBLIC HEALTH CORPORATION OF
                                                  MESQUITE
                                              REPUBLIC HEALTH CORPORATION OF NORTH
                                                  MIAMI
                                              REPUBLIC HEALTH CORPORATION OF
                                                  ROCKWALL COUNTY
                                              REPUBLIC HEALTH CORPORATION OF SAN
                                                  BERNARDINO
                                              REPUBLIC HEALTH CORPORATION OF TEXAS
                                              REPUBLIC HEALTH OF NORTH TEXAS, INC.
                                              REPUBLIC HEALTH PARTNERS, INC.
                                              RHC FLORIDA, INC.
                                              RHC PARKWAY, INC.
                                              RHCMS, INC.
                                              RHPC, INC.
  
                                         28
  <PAGE>
                                              S.C. CAL., INC.
                                              S.C. MANAGEMENT, INC.
                                              S.C. SAN ANTONIO, INC.
                                              SAN JUAN MEDICAL CENTER, INC.
                                              SANTA ANA HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              SHL/O CORP.
                                              SNF PHARMACY, INC.
                                              SOUTH FLORIDA PHYSICIANS SERVICES,
                                                  INC.
                                              SOUTH PARK MEDICAL CENTER, INC.
                                              ST. LUKE MEDICAL CENTER
                                              STH CORPORATION
                                              THE DAVENPORT CLINIC, INC.
                                              TUSCON GENERAL HOSPITAL, INC.
                                              USDHC, INC.
                                              VALLEY COMMUNITY HOSPITAL
                                              WCH MANAGEMENT SERVICES, INC.
                                              WEST LOS ANGELES HEALTH SYSTEMS,
                                                  INC.
                                              WESTCENTER REHABILITATION FACILITY,
                                                  INC.
                                              WHITTIER HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              WOODLAND PARK HOSPITAL, INC.
                                              WPH MANAGEMENT SERVICES, INC.
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
  
  
                                              BROTMAN PARTNERS, L.P.
  
                                              By West Los Angeles Health Systems,
                                              Inc., its sole general partner
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
  
  
                                              FLORIDA MEDICAL CENTER, LTD.,
  
                                              By MCF, Inc., its sole general
                                              partner
  
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                         29
  <PAGE>
                                           FOUNTAIN VALLEY IMAGING CENTER LIMITED
                                           PARTNERSHIP,
  
                                           By Fountain Valley Imaging Corporation,
                                           its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           FOUNTAIN VALLEY OUTPATIENT SURGICAL
                                           CENTER LIMITED PARTNERSHIP,
  
                                           By Fountain Valley Health Care, Inc.,
                                           its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           GARLAND COMMUNITY HOSPITAL, LTD.,
  
                                           By GCPG, Inc., its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           HARBOR VIEW HEALTH PARTNERS, L.P.
  
                                           By Harbor View Health Systems, Inc.,
                                           its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         30
  <PAGE>
                                           LAKE POINTE MEDICAL CENTER, LTD.
  
                                           By Republic Health Partners, Inc., its
                                           sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           NEW MEDICAL HORIZONS II, LTD.
  
                                           By   Cupress Fairbanks Medical Center,
                                           Inc., its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           S.V. HOSPITAL, L.L.C.,
  
                                           By OrNda Hospital Investment Corp.,
                                           as Managing Member
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
  
  
                                           WHITTIER SURGERY CENTER, L.P.
  
                                           By Whittier Hospital Medical Center,
                                           Inc., its sole general partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         31
  <PAGE>
                                           WINONA MEMORIAL HOSPITAL LIMITED
                                           PARTNERSHIP
  
                                           By Republic Health Corporation of
                                           Indianapolis, its sole general
                                           partner
  
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         32
  <PAGE>
                                           THE BANK OF NOVA SCOTIA, as
                                           Administrative Agent, a
                                           Co-Syndication Agent, a Letter
                                           of Credit Issuer and a Lender
  
  
                                           By  /s/  Dana Maloney
                                           Title: Relationship Manager
  
  
  
                                           CITICORP USA INC., as Documentation
                                           Agent, a Co-Syndication Agent, a
                                           Letter of Credit Issuer and a Lender
  
  
                                           By  /s/  Margaret Au Brown
                                           Title: Managing Director
  
  
  
                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           as a Co-Agent and a Lender
  
  
                                           By  /s/  Cheryl P. Boyd
                                           Title: Vice President
  
  
  
                                           THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                           NEW YORK BRANCH, as a Co-Agent and a
                                           Lender
  
  
                                           By  /s/  Junri Oda
                                           Title: Senior Vice President
                                           and Senior Manager
  
  
  
                                           THE LONG-TERM CREDIT BANK OF JAPAN
                                           LIMITED, NEW YORK BRANCH, as a Co-
                                           Agent and a Lender
  
  
                                           By  /s/  John Sullivan
                                           Title: Joint General Manager
  
                                         33
  <PAGE>
                                           NATIONSBANK N.A., as a Co-Agent and a
                                           Lender
  
  
                                           By  /s/  S. Walker Choppin
                                           Title: Senior Vice President
  
  
  
                                           THE TORONTO-DOMINION BANK, as a
                                           Co-Agent and a Lender
  
  
                                           By  /s/  Frederic B. Hawley
                                           Title: Manager, Credit Administration
  
  
  
                                           WELLS FARGO BANK, as a Co-Agent and a
                                           Lender
  
  
                                           By  /s/  Kathleen S. Barnes
                                           Title: Vice President
  
  
  
                                           AMSOUTH BANK OF ALABAMA, as a Lead
                                           Manager and a Lender
  
  
                                           By  /s/  Timothy L. Vardaman
                                           Title: Officer
  
  
  
                                           BANK OF AMERICA NT & SA, as a Lead
                                           Manager and a Lender
  
  
                                           By  /s/  Wyatt R. Ritchie
                                           Title: Managing Director
  
                                         34
  <PAGE>
                                           CORESTATES BANK, N.A., as a Lead
                                           Manager and a Lender
  
  
                                           By  /s/  Elizabeth D. Morris
                                           Title: Vice President
  
  
  
                                           CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
                                           as a Lender
  
  
                                           By  /s/  Farboud Tavangar
                                           Title: Authorized Signature
  
  
  
                                           CREDIT LYONNAIS NEW YORK BRANCH, as a
                                           Lead Manager and a Lender
  
  
                                           By  /s/  Farboud Tavangar
                                           Title: Authorized Signature
  
  
  
                                           CREDITANSTALT-BANKVEREIN, as a Lead
                                           Manager and a Lender
  
  
                                           By  /s/  Richard P. Buckanavage
                                           Title: Vice President
  
  
                                           By  /s/  Alan B. Offenberg
                                           Title: Senior Associate
  
                                         35
  <PAGE>
                                           DEUTSCHE BANK AG, NEW YORK AND/OR
                                           CAYMAN ISLANDS BRANCH, as Lead
                                           Managers and Lenders
  
  
                                           By  /s/  Alka Jain Goyal
                                           Title: Assistant Vice President
  
  
                                           By  /s/  Ian Stewart
                                           Title: Assistant Vice President
  
  
  
                                           ABN-AMRO BANK, as a Lender
  
  
                                           By  /s/  Larry Kelley
                                           Title: Group Vice President
  
  
                                           By  /s/  Robert Budnek
                                           Title: Assistant Vice President
  
  
  
                                           BANC ONE, as a Lender
  
  
                                           By  /s/  Glenn T. Campbell
                                           Title: Vice President
  
  
  
                                           BANK OF IRELAND, GRAND CAYMAN BRANCH,
                                           as a Lender
  
  
                                           By  /s/  Roger M. Burns
                                           Title: Vice President
  
                                         36
  <PAGE>
                                           DRESDNER BANK, AG, NEW YORK BRANCH AND
                                           GRAND CAYMAN BRANCH, as a Lender
  
  
                                           By  /s/  Andrew P. Nesi
                                           Title: Vice President
  
  
                                           By  /s/  B. Craig Erickson
                                           Title: Vice President
  
  
  
                                           FIRST AMERICAN NATIONAL BANK, as a
                                           Lender
  
  
                                           By  /s/  Allison H. Jones
                                           Title: Senior Vice President
  
  
  
  
                                           FIRST UNION NATIONAL BANK OF NORTH
                                           CAROLINA, as a Lender
  
  
                                           By  /s/  Ann M. Dodd
                                           Title: Senior Vice President
  
  
  
                                           FLEET NATIONAL BANK, as a Lender
  
  
                                           By  /s/  Ginger Stolzenthaler
                                           Title: Vice President
  
  
  
                                           MERRILL LYNCH SENIOR FLOATING RATE
                                           FUND, INC., as a Lender
  
  
                                           By  /s/  R. Douglas Henderson
                                           Title: Authorized Signatory
  
                                         37
  <PAGE>
                                           MICHIGAN NATIONAL BANK, as a Lender
  
  
                                           By  /s/  Lisa Davidson McKinnon
                                           Title: Vice President
  
  
  
                                           THE MITSUBISHI TRUST AND BANKING
                                           CORPORATION, CHICAGO BRANCH, as a
                                           Lender
  
  
                                           By  /s/  Masaaki Yamagishi
                                           Title: Chief Manager
  
  
  
                                           FLEET BANK, N.A. successor to NATWEST
                                           BANK N.A., as a Lender
  
  
                                           By  /s/  Pauline McHugh
                                           Title: Vice President
  
  
  
                                           PNC BANK KENTUCKY, INC., as a Lender
  
  
                                           By  /s/  Kathryn M. Bohr
                                           Title: Vice President
  
  
  
                                           RESTRUCTURED OBLIGATIONS BACKED BY
                                           SENIOR ASSETS, B.V., as a Lender
  
                                           By Chancellor LGT Senior Secured
                                           Management Inc. as Portfolio Advisor
  
  
                                           By  /s/  Stephen M. Alfieri
                                           Title: Managing Director
  
                                         38
  <PAGE>
                                           STICHTING RESTRUCTURED OBLIGATIONS
                                           BACKED BY SENIOR ASSETS 2, (ROSA 2),
                                           as a Lender
  
                                           By Chancellor LGT Senior Secured
                                           Management Inc. as Portfolio Advisor
  
  
                                           By  /s/  Stephen M. Alfieri
                                           Title: Managing Director
  
  
  
                                           THE SUMITOMO BANK, LTD., CHICAGO
                                           BRANCH, as a Lender
  
  
                                           By  /s/  E.B. Buchanan, Jr.
                                           Title: Vice President
  
  
                                           By  /s/  Diane M. Rhoades
                                           Title: Executive Officer
  
  
  
                                           THE SUMITOMO TRUST & BANKING CO., LTD.,
                                           NEW YORK BRANCH, as a Lender
  
  
                                           By  /s/  Suraj P. Bhatia
                                           Title: Senior Vice President
                                           Manager, Corporate Finance Dept.
  
  
  
                                           SUNTRUST BANK, NASHVILLE, N.A., as a
                                           Lender
  
  
                                           By  /s/  Mark D. Matteson
                                           Title: Vice President
  
  
  
                                           UNITED STATES NATIONAL BANK OF OREGON,
                                           as a Lender
  
  
                                           By  /s/  Chris J. Karlin
                                           Title: Vice President
  
                                         39
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 103050}]
metadata_filer: {"company-data": {"conformed-name": "ORNDA HEALTHCORP", "cik": "0000719242", "assigned-sic": "8062", "irs-number": "751776092", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11591", "film-number": "96676194"}, "business-address": {"street1": "3401 W END AVE STE 700", "city": "NASHVILLE", "state": "TN", "zip": "37203-1042", "phone": "6153838599"}, "mail-address": {"street1": "3401 WEST END AVE", "street2": "SUITE 700", "city": "NASHVILLE", "state": "TN", "zip": "37203-1042"}, "former-company": {"former-conformed-name": "REPUBLIC HEALTH CORP", "date-changed": "19920415"}}
text: Total Number of Pages: 44
  Exhibit Index on Sequential Page No.:  4
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported): November 27, 1996
  
                                  ORNDA HEALTHCORP
               (Exact name of registrant as specified in its charter)
  
                                      DELAWARE
                   (State or other jurisdiction of incorporation)
  
          1-11591                                       75-1776092
  (Commission File Number)                     (IRS Employer Identification No.)
  
  3401 West End Avenue, Nashville, Tennessee              37203
  (Address of principal executive office)               (Zip Code)
  
  Registrant's telephone number, including area code:  (615) 383-8599
  Item 5.           Other Events.
  
  On November 27, 1996, OrNda HealthCorp (the "Company") executed a Second
  Amendment to Amended and Restated Credit, Security, Guaranty and Pledge
  Agreement dated as of November 26, 1996 (the "Amended Credit Facility") among
  the Company and two of its subsidiaries (OrNda Hospital Corporation and AHM
  Acquisition Co., Inc.) as Borrowers, the Guarantors named therein, the Lenders
  named therein, The Bank of Nova Scotia ("Scotiabank") as Administrative Agent
  for the Lenders, Scotiabank and Citicorp USA Inc. ("Citicorp") as Co-Syndication
  Agents for the Lenders, Citicorp as Documentation Agent for the Lenders, General
  Electric Capital Corporation, The Industrial Bank of Japan Limited, New York
  Branch, The Long-Term Credit Bank of Japan Limited, New York Branch, NationsBank
  N.A., The Toronto-Dominion Bank and Wells Fargo Bank, as Co- Agents for the
  Lenders, and AmSouth Bank of Alabama, Bank of America NT & SA, CoreStates Bank,
  N.A., Credit Lyonnais Cayman Island Branch, Creditanstalt-Bankverein and
  Deutsche Bank AG, New York and/or Cayman Islands Branch, as Lead Managers for
  the Lenders. The Amended Credit Facility increases the Company's bank credit
  facility from $866 million to $1.2 billion. The Amended Credit Facility became
  effective on November 27, 1996.
  
  The Amended Credit Facility, which matures October 30, 2001, consists of (i) a
  revolving commitment of $774 million (previously, $440 million) for general
  corporate purposes (including, without limitation, acquisitions) and to issue up
  to $75 million of letters of credit and (ii) a $426 million term loan (principal
  amount unchanged by the Amendment) borrowed originally by the Company to
  refinance debt under the Company's previous bank credit facility, payable in
  quarterly installments, commencing August 31, 1997. As of November 30, 1996, the
  Company had approximately $792.6 million of borrowings and letters of credit
  outstanding under the Amended Credit Facility.
  
  In certain circumstances, the Company is required to make principal prepayments
  on the Amended Credit Facility, including the receipt of proceeds from the
  issuance of additional subordinated indebtedness, the receipt of proceeds from
  the sale of certain accounts receivable, the receipt of proceeds from the sale
  and leaseback of assets, certain asset sale proceeds not used to acquire
  additional assets within a specified period and 50% of the proceeds from certain
  issuances of equity securities after March 15, 1996 in excess of $50 million.
  The Company may prepay all or part of the outstanding Amended Credit Facility
  without penalty at any time.
  
  The Amended Credit Facility provides the Company with improved interest rate
  pricing compared to the prior bank credit facility. Loans under the Amended
  Credit Facility bear interest, at the option of the Company, at a rate equal to
  either (i) the "alternate base rate" plus a margin which ranges from 0.00% to
  0.50% (depending on the Company's leverage ratio) or (ii) the LIBOR rate plus a
  margin which ranges from 0.625% to 1.50% (depending on the Company's leverage
  ratio).
  
  The Amended Credit Agreement also provides the Company with additional covenant
  flexibility compared to the prior bank credit faciltiy. However, the Amended
  Credit Facility limits, among other things, under certain circumstances, the
  Company's ability to incur additional indebtedness, incur
  
                                          2
  liens, make investments, make capital expenditures, sell material assets,
  acquire the capital stock or assets of another business, or pay dividends. The
  Amended Credit Facility also requires the Company to maintain a specified net
  worth and meet or exceed certain coverage and leverage ratios. Indebtedness
  under the Amended Credit Facility is secured by a perfected first priority
  security interest in the stock of all existing and future subsidiaries of the
  Company, inter-company notes of indebtedness, majority-owned partnerships, and
  certain specified investments, and is guaranteed by all active subsidiaries of
  the Company.
  
  Item 7.           Financial Statements, Pro Forma Financial Information and
                    Exhibits.
  
           (c)      Exhibits.
  
           4        Second Amendment to Amended and Restated
                    Credit, Security, Guaranty and Pledge Agreement
                    dated as of November 26, 1996,among the Company,
                    OrNda Hospital Corporation and AHM Acquisition
                    Co., Inc. as Borrowers, the Guarantors named
                    therein, the Lenders named therein, The Bank
                    of Nova Scotia ("Scotiabank") as Administrative
                    Agent for the Lenders, Scotiabank and Citicorp
                    USA Inc. ("Citicorp") as Co-Syndication Agents
                    for the Lenders, Citicorp as Documentation Agent
                    for the Lenders, General Electric Capital
                    Corporation, The Industrial Bank of Japan Limited,
                    New York Branch, The Long-Term Credit Bank of
                    Japan Limited, New York Branch, NationsBank N.A.,
                    The Toronto-Dominion Bank and Wells Fargo Bank,
                    as Co-Agents for the Lenders, and AmSouth Bank of
                    Alabama, Bank of America NT & SA, CoreStates Bank,
                    N.A., Credit Lyonnais Cayman Island Branch,
                    Creditanstalt-Bankverein and Deutsche Bank AG,
                    New York and/or Cayman Islands Branch, as Lead 
                    Managers for the Lenders.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          ORNDA HEALTHCORP
  
                                          By: /s/Ronald P. Soltman
                                              Ronald P. Soltman
                                              Senior Vice President
  
  Date:    December 5, 1996
                                          3
  EXHIBIT INDEX
  
                                                                        Sequential
  No.               Subject Matter                                        Page No.
  
  4                 Second Amendment to Amended and Restated
                    Credit, Security, Guaranty and Pledge Agreement
                    dated as of November 26, 1996,among the Company,
                    OrNda Hospital Corporation and AHM Acquisition
                    Co., Inc. as Borrowers, the Guarantors named
                    therein, the Lenders named therein, The Bank
                    of Nova Scotia ("Scotiabank") as Administrative
                    Agent for the Lenders, Scotiabank and Citicorp
                    USA Inc. ("Citicorp") as Co-Syndication Agents
                    for the Lenders, Citicorp as Documentation Agent
                    for the Lenders, General Electric Capital
                    Corporation, The Industrial Bank of Japan Limited,
                    New York Branch, The Long-Term Credit Bank of
                    Japan Limited, New York Branch, NationsBank N.A.,
                    The Toronto-Dominion Bank and Wells Fargo Bank,
                    as Co-Agents for the Lenders, and AmSouth Bank of
                    Alabama, Bank of America NT & SA, CoreStates Bank,
                    N.A., Credit Lyonnais Cayman Island Branch,
                    Creditanstalt-Bankverein and Deutsche Bank AG,
                    New York and/or Cayman Islands Branch, as Lead 
                    Managers for the Lenders..............................      5
  
                                          4
  Exhibit 4
  
                                          5
  [CONFORMED COPY]
  
                                 SECOND AMENDMENT TO
                            AMENDED AND RESTATED CREDIT,
                       SECURITY, GUARANTY AND PLEDGE AGREEMENT
  
           This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY,
  GUARANTY AND PLEDGE AGREEMENT, dated as of November 26, 1996 (this "Amendment"),
  is entered into by and among ORNDA HEALTHCORP, a Delaware corporation ("OrNda"),
  ORNDA HOSPITAL CORPORATION (formerly known as Summit Hospital Corporation), a
  California corporation ("OHC"), and AHM ACQUISITION CO., INC., a Delaware
  corporation ("AHM Acquisition") (individually, a "Borrower" and collectively,
  the "Borrowers"), the Persons named as Guarantors parties hereto (individually,
  a "Guarantor" and collectively, the "Guarantors"), the Persons (together with
  any of their respective Affiliates signatories hereto) named as Lenders parties
  hereto (individually, a "Lender" and collectively, the "Lenders"), THE BANK OF
  NOVA SCOTIA, a Canadian chartered bank ("Scotiabank"), as administrative agent
  (in such capacity, the "Administrative Agent") for itself and the other Lenders,
  CITICORP USA INC., a Delaware corporation ("Citicorp"), as Documentation Agent
  for the Lenders, Scotiabank and Citicorp, as co-syndication agents (in such
  capacity, the "Co-Syndication Agents") for themselves and the other Lenders ,
  GENERAL ELECTRIC CAPITAL CORPORATION, THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW
  YORK BRANCH, THE LONG-TERM CREDIT BANK OF JAPAN LIMITED, NEW YORK BRANCH,
  NATIONSBANK N.A., THE TORONTO-DOMINION BANK and WELLS FARGO BANK, as Co-Agents
  for themselves and the other Lenders, and AMSOUTH BANK OF ALABAMA, BANK OF
  AMERICA NT & SA, CORESTATES BANK, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
  CREDITANSTALT- BANKVEREIN and DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
  BRANCH, as Lead Managers for themselves and the other Lenders.
  
                                W I T N E S S E T H:
  
           WHEREAS, the Borrowers, the Guarantors, various financial institutions
  (the "Existing Lenders") and the Agents have heretofore entered into the Amended
  and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of
  October 27, 1995 (together with all Exhibits, Schedules and attachments thereto,
  in each case as amended by the First Amendment and Limited Waiver to Amended and
  Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September
  12, 1996, or otherwise modified prior to the date hereof, the "Credit
  Agreement");
  
           WHEREAS, the Borrowers desire to amend certain provisions of
  the Credit Agreement to, among other things,
  (a) provide for an increase in (i) the Reducing Revolving
           Commitment Amount in a maximum aggregate amount equal to $333,750,000
           and (ii) the sub-facility for Letters of Credit in a maximum aggregate
           stated amount equal to $25,000,000;
  
                    (b) postpone the payment of Term Loans scheduled on November
           30, 1996, February 28, 1997 and May 31, 1997 to the last four principal
           amortization dates of the Term Loans, including the Maturity Date;
  
                    (c)  reduce the Applicable Margin applicable to the
           Loans;
  
                    (d)  reduce the Commitment Fee Rate; and
  
                    (e)  amend the terms of certain covenants contained in
           the Credit Agreement;
  
           WHEREAS, the Guarantors will derive substantial benefits
  from the amendments effected hereby; and
  
           WHEREAS, the Agents and the other Lender Parties are willing, on and
  subject to the terms and conditions set forth below, to amend certain provisions
  of the Credit Agreement as provided below (the Credit Agreement, as amended
  pursuant to the terms of this Amendment, being referred to as the "Amended
  Credit Agreement") below;
  
           NOW, THEREFORE, in consideration of the premises and the mutual
  agreements herein contained, the Borrowers, the Guarantors, the Agents and the
  other Lender Parties hereby agree as follows:
  
  PART I
  
                                     DEFINITIONS
  
           SUBPART 1.1. Certain Definitions. The following terms (whether or not
  underscored) when used in this Amendment shall have the following meanings (such
  meanings to be equally applicable to the singular and plural forms thereof):
  
           "Administrative Agent" is defined in the preamble.
  
           "AHM Acquisition" is defined in the preamble.
  
           "Amended Credit Agreement" is defined in the fourth recital.
  
                                        2
  "Amendment" is defined in the preamble.
  
           "Borrower" and "Borrowers" are defined in the preamble.
  
           "Citicorp" is defined in the preamble.
  
           "Co-Syndication Agents" is defined in the preamble.
  
           "Credit Agreement" is defined in the first recital.
  
           "Existing Lenders" is defined in the first recital.
  
           "Existing Total Exposure Amount" means, with respect to each Lender, an
  amount equal to the sum of (a) the outstanding principal amount of all Term
  Loans of such Lender after giving effect to the reallocation thereof pursuant to
  Subpart 4.1.1(b) as set forth on Schedule II attached hereto and (b) the
  outstanding Reducing Revolving Loan Commitment Amount of such Lender after
  giving effect to the reallocation thereof pursuant to Subpart 4.1.1(b) as set
  forth on Schedule II attached hereto.
  
           "Guarantor" and "Guarantors" are defined in the preamble.
  
           "Lender" and "Lenders" are defined in the preamble.
  
           "New Exposure Amount" means, with respect to each Lender, an amount
  equal to the excess of (a) the aggregate sum of (i) the outstanding principal
  amount of all Term Loans of such Lender after giving effect to Part II hereof as
  set forth on Schedule I attached hereto and (ii) the outstanding Reducing
  Revolving Loan Commitment Amount of such Lender after giving effect to Part II
  hereof as set forth on Schedule I attached hereto over (b) such Lender's
  Existing Total Exposure Amount.
  
           "OHC" is defined in the preamble.
  
           "Scotiabank" is defined in preamble.
  
           "Second Amendment Effective Date" is defined in Subpart 3.1.
  
           SUBPART 1.2. Other Definitions. Terms for which meanings are provided
  in the Credit Agreement are, unless otherwise defined herein or the context
  otherwise requires, used in this Amendment with such meanings.
  
                                       PART II
  
                                     AMENDMENTS
  
                                        3
  Effective on (and subject to the occurrence of) the Second Amendment
  Effective Date, the Credit Agreement is hereby amended
  in accordance with this Part II; except as so amended or modified by this
  Amendment, the Credit Agreement shall continue in full force and effect.
  
           SUBPART 2.1. Amendments to Article I. Article I of the Credit Agreement
  is hereby amended in accordance with Subparts 2.1.1 through 2.1.3.
  
           SUBPART 2.1.1. Section 1.1 ("Definitions") of the Credit Agreement is
  hereby amended by deleting the defined terms "Base Acquisition Level" and "Base
  Acquisition Levels" in such Section.
  
           SUBPART 2.1.2. Section 1.1 ("Definitions") of the Credit Agreement is
  hereby amended by inserting in such Section the following definitions in the
  appropriate alphabetical order:
  
                    "Second Amendment" means the Second Amendment to Amended and
           Restated Credit, Security, Guaranty and Pledge Agreement, dated as of
           November 26, 1996, among the Borrowers, the Guarantors parties thereto,
           the Agents and the other Lender Parties.
  
                    "Second Amendment Effective Date" is defined in
           Subpart 3.1 of the Second Amendment.
  
           SUBPART 2.1.3. Section 1.1 of the Credit Agreement is hereby further
  amended as follows:
  
           (a)  The definition of "Applicable Margin" is hereby amended
  in its entirety to read as follows:
  
                    "Applicable Margin" means, during the applicable periods set
           forth below: (a) with respect to the unpaid principal amount of each
           Loan maintained at the Fixed Rate, the applicable percentage rate per
           annum set forth below in the column entitled "Applicable Margin for
           Fixed Rate Loans"; and (b) with respect to the unpaid principal amount
           of each Loan maintained at the Floating Rate, the applicable percentage
           rate per annum set forth below in the column entitled "Applicable
           Margin for Floating Rate Loans".
  Consolidated                      Applicable Margin                     Applicable Margin
             Cash Flow                         For Fixed Rate                         For Floating
                Ratio                               Loans                              Rate Loans
  >4.00:1.00                                       1.500%                                 .500%
  >3.50:1.00                                       1.250%                                 .250%
  
                                         4
  >3.00:1.00                                       1.000%                                 .000%
  >2.50:1.00                                        .875%                                 .000%
  <2.50:1.00                                        .625%                                 .000%
  The Consolidated Cash Flow Ratio used to compute the
           Applicable Margin shall be the Consolidated Cash Flow Ratio set forth
           in the Compliance Certificate most recently delivered by OrNda to the
           Administrative Agent pursuant to Section 5.1(d). Changes in the
           Applicable Margin resulting from a change in the Consolidated Cash Flow
           Ratio shall become effective upon delivery by OrNda to the
           Administrative Agent of a new Compliance Certificate pursuant to
           Section 5.1(d). If OrNda shall fail to deliver a Compliance Certificate
           as required pursuant to Section 5.1(d), the Applicable Margin from and
           including the date OrNda was required to deliver such Compliance
           Certificate to the Administrative Agent until the date OrNda does
           deliver such Compliance Certificate to the Administrative Agent shall
           conclusively be presumed to equal the highest relevant Applicable
           Margin set forth above.
  
           (b) The definition of "CAPEX Step-Up Amount" is hereby amended in its
  entirety to read as follows:
  
                    "CAPEX Step-Up Amount" for any Fiscal Year of OrNda means an
           amount equal to the sum during such Fiscal Year of (a) the
           Carry-Forward Amount for such Fiscal Year which is not utilized during
           such Fiscal Year for Permitted Acquisitions in accordance with Section
           6.6 or for Capital Expenditures in accordance with Section 6.19, plus
           (b) 100% of the Cash proceeds from the issuance after the Restatement
           Effective Date of any equity securities (including, without limitation,
           any Approved Preferred Stock) by OrNda or any Consolidated Subsidiary
           that were used to make Capital Expenditures pursuant to Section 6.19
           within one year of such issuance, plus (c) for all Persons acquired by
           OrNda or any Consolidated Subsidiary for aggregate consideration
           exceeding $5,000,000 in any Fiscal Year (or portion thereof) ending on
           or after the Second Amendment Effective Date, an amount equal to 40% of
           the sum of (A) Pro Forma EBITDA of all Persons so acquired during such
           Fiscal Year plus (B) EBITDA for the Trailing Period for all Persons so
           acquired in any prior Fiscal Year of OrNda.
  
           (c)  The definition of "Carry-Forward Amount" is hereby
  amended in its entirety to read as follows:
  
                    "Carry-Forward Amount" means, as of any date of determination
           thereof, an amount equal to the excess, if
  
                                         5
  any, of (a) the amount of Consolidated Capital Expenditures permitted
           to be incurred by OrNda and the Consolidated
           Subsidiaries during the Fiscal Year immediately preceding such
           determination date in accordance with Section 6.19, over (b) the amount
           of Consolidated Capital Expenditures incurred by OrNda and the
           Consolidated Subsidiaries for such immediately preceding Fiscal Year;
           provided, however, that (i) in any event the "Carry-Forward Amount"
           shall, for the purposes of any determination thereof, be net of any
           portion thereof which constituted part of the Acquisition Step-Up
           Amount or the CAPEX Step-Up Amount during such preceding Fiscal Year
           and was actually utilized for Permitted Acquisitions or Capital
           Expenditures, respectively, (ii) under no circumstances shall the net
           "Carry-Forward Amount" exceed $75,000,000 in any Fiscal Year of OrNda,
           (iii) if the "Carry-Forward Amount" is not used in full in any Fiscal
           Year of OrNda, it may not be carried forward to any subsequent Fiscal
           Year of OrNda, (iv) no portion of the "Carry-Forward Amount" shall be
           used in any Fiscal Year of OrNda until the entire amount of the Capital
           Expenditures permitted to be made or incurred in such Fiscal Year
           pursuant to Section 6.19 (exclusive of any portion thereof attributable
           to the "Carry-Forward Amount") shall have been so used, and (v) the
           "Carry-Forward Amount" for the 1995 Fiscal Year shall be equal to
           $15,000,000.
  
           (d) The definition of "Commitment Fee Rate" is hereby amended in its
  entirety to read as follows:
  
                    "Commitment Fee Rate" means the applicable percentage set
           forth below in the column entitled "Commitment Fee Rate".
  
              Consolidated
             Cash Flow Ratio                        Commitment Fee Rate
               >4.00:1.00                                 .3750%
               >3.50:1.00                                 .3750%
               >3.00:1.00                                 .3250%
               >2.50:1.00                                 .2500%
               <2.50:1.00                                 .2000%
  
                    The Consolidated Cash Flow Ratio used to compute the
           Commitment Fee Rate shall be the Consolidated Cash Flow Ratio set forth
           in the Compliance Certificate most recently delivered by OrNda to the
           Administrative Agent pursuant to Section 5.1(d); changes in the
           Commitment Fee Rate resulting from a change in the Consolidated Cash
           Flow Ratio shall
  
                                         6
  become effective upon delivery by OrNda to the
           Administrative Agent of a new Compliance Certificate
           pursuant to Section 5.1(d). If OrNda shall fail to deliver a Compliance
           Certificate as required pursuant to Section 5.1(d), the Commitment Fee
           Rate from and including the date OrNda was required to deliver such
           Compliance Certificate to the Administrative Agent until the date OrNda
           does deliver such Compliance Certificate to the Administrative Agent
           shall conclusively be presumed to equal the highest Commitment Fee Rate
           set forth above.
  
           (e) The definition of "Reducing Revolving Commitment Amount" is hereby
  amended in its entirety to read as follows:
  
                    "Reducing Revolving Commitment Amount" means, with respect to
           all the Reducing Revolving Lenders, $773,750,000, as such amount may be
           reduced from time to time pursuant to Section 2.4.
  
           SUBPART 2.2. Amendments to Article II. Article II of the Credit
  Agreement is hereby amended in accordance with Subparts 2.2.1 through 2.2.9.
  
           SUBPART 2.2.1. Clause (a) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (a) Subject to the terms and conditions hereof and of the
           Second Amendment, each Reducing Revolving Lender agrees, severally and
           for itself alone, that as of the Second Amendment Effective Date and
           before the making of any additional Reducing Revolving Loan on or after
           the Second Amendment Effective Date, such Lender shall be deemed to
           have made a revolving loan in a principal amount equal to the amount
           set forth opposite its name on Schedule II to the Second Amendment
           under the heading "Outstanding Reducing Revolving Loans".
  
           SUBPART 2.2.2. Clause (b) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (b) Subject to the terms and conditions hereof and of the
           Second Amendment, each Term Loan Lender agrees, severally and for
           itself alone, that as of the Second Amendment Effective Date, such
           Lender shall be deemed to have made a term loan in a principal amount
           equal to the amount set forth opposite its name on Schedule II to the
           Second Amendment under the heading "Outstanding Term Loans".
  
                                         7
  SUBPART 2.2.3. Clause (c) of Section 2.1 ("Loans and Commitments") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (c) Subject to the terms and conditions hereof and of the
           Second Amendment, at any time and from time to time from the Second
           Amendment Effective Date to (but not including) the Reducing Revolving
           Commitment Termination Date, each Reducing Revolving Lender agrees,
           severally and for itself alone, that it shall, pro rata according to
           such Lender's Reducing Revolving Pro Rata Share of the Reducing
           Revolving Loan Commitment Amount, make Reducing Revolving Loans to the
           Borrowers in such amounts as the Borrowers may request; provided, that
           after giving effect to each such Reducing Revolving Loan, the aggregate
           outstanding principal amount of all Reducing Revolving Loans (i) of all
           Reducing Revolving Lenders does not exceed an amount equal to the
           excess of the Reducing Revolving Commitment Amount over the aggregate
           amount of all Letter of Credit Obligations then outstanding, and (ii)
           of such Reducing Revolving Lender does not exceed such Lender's
           Reducing Revolving Pro Rata Share of an amount equal to the excess of
           the Reducing Revolving Commitment Amount over the aggregate amount of
           all Letter of Credit Obligations then outstanding. On and subject to
           the conditions hereof, the Borrowers may from time to time, prior to
           October 30, 2001, borrow, prepay and reborrow the Reducing Revolving
           Loans.
  
           SUBPART 2.2.4. Clause (b) of Section 2.2 ("Letters of Credit") of the
  Credit Agreement is hereby amended in its entirety to read as follows:
  
                    (b) Subject to the terms and conditions hereof and of the
           Second Amendment, at any time and from time to time from the Second
           Amendment Effective Date to (but not including) the Reducing Revolving
           Commitment Termination Date, Scotiabank shall arrange, pursuant to the
           terms of this Section 2.2, for the issuance by the Letter of Credit
           Issuer of such Letters of Credit as the Borrowers may request by a
           Request for Letter of Credit; provided, that after giving effect to the
           Letter of Credit Obligations incurred by the Lenders as a result
           thereof, (i) the aggregate amount of all Letter of Credit Obligations
           then outstanding does not exceed $75,000,000, and (ii) the Loan
           Facility Usage of the Reducing Revolving Commitment (x) of all the
           Reducing Revolving Lenders does not exceed the Reducing Revolving
           Commitment Amount and (y) of each Reducing Revolving Lender does not
           exceed such Reducing Revolving Lender's Reducing Revolving Pro Rata
           Share of the Reducing Revolving Commitment Amount. All Letters of
           Credit arranged for by Scotiabank hereunder shall be standby letters of
           credit,
  
                                         8
  reasonably deemed necessary by the Borrowers to support
           obligations of the Borrowers and the Consolidated Subsidiaries which
           are of the type supported by letters of
           credit on the Restatement Effective Date or which are incurred in the
           ordinary course of business of OrNda and the Consolidated Subsidiaries.
           The term of any Letter of Credit shall not exceed one year and in no
           event shall any amounts be payable thereunder beyond the Maturity Date.
  
           SUBPART 2.2.5. Clause (a) of Section 2.3 ("Participating Interests in
  Letter of Credit Obligations") of the Credit Agreement is hereby amended in its
  entirety to read as follows:
  
                    (a) Subject to the terms and conditions hereof and of the
           Second Amendment, each Reducing Revolving Lender agrees, severally and
           for itself alone, that as of the Second Amendment Effective Date and
           before giving effect to the issuance of any new Letter of Credit on the
           Second Amendment Effective Date, such Lender shall be deemed to have
           outstanding participating interests in Letter of Credit Obligations in
           an aggregate amount equal to the amount set forth opposite its name on
           Schedule II to the Second Amendment under the heading "Outstanding
           Participating Interests in LC Obligations".
  
           SUBPART 2.2.6. Clause (b) of Section 2.4.2 ("Mandatory Reduction of
  Lenders' Commitments") of the Credit Agreement is hereby amended in its entirety
  to read as follows:
  
                    (b) On each date set forth below, the Reducing Revolving
           Commitment Amount shall be permanently reduced by the amount set forth
           opposite each such date:
  
                                                   Reducing Revolving
                          Date                      Commitment Amount
  
                     October 30, 1998                  $50,000,000
                     October 30, 1999                  $50,000,000
                     October 30, 2000                  $90,000,000
                     October 30, 2001                 $583,750,000
  
                    In addition, if all the Term Loans have been paid in full, the
           Reducing Revolving Commitment Amount shall be permanently reduced on
           the applicable dates on which mandatory prepayments of Loans shall be
           required to be made pursuant to such Section 2.5.3(a) by an aggregate
           amount equal to the remaining balance of all proceeds which would have
           been applied by the Borrowers to the prepayment of the Term Loans if
           Term Loans had been outstanding on such dates
  
                                         9
  in the amount of such remaining balance. All such reductions in the
           Reducing Revolving Commitment Amount shall be applied against the
           scheduled annual reductions of the Reducing Revolving Commitment Amount
           set forth above in this paragraph (b) (i) in the inverse order, in the
           case of (A) Excess Asset Sale Proceeds derived from Net Cash
           Proceeds as a result of Dispositions of Accounts (other than pursuant
           to the sale of a Subsidiary of OrNda or all or substantially all of the
           assets of a Subsidiary of OrNda, in each case in accordance with the
           terms hereof) and (B) Subordinated Debt Proceeds and (ii) pro rata in
           the case of (A) Excess Asset Sale Proceeds derived from all other Net
           Cash Proceeds as a result of all other types of Dispositions, (B)
           Equity Proceeds and (C) Sale and Leaseback Proceeds (other than any
           Short-Term Sale and Leaseback Proceeds).
  
           SUBPART 2.2.7. Section 2.5.1 ("Repayment of Loans") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 2.5.1. Repayment of the Loans. The Borrowers jointly
           and severally agree to repay in full the unpaid principal amount of
           each Loan on the Maturity Date. In addition, the Borrowers jointly and
           severally agree (subject to Sections 2.5.2 and 2.5.3), on each
           Quarterly Payment Date set forth below, to make scheduled quarterly
           payments on the Term Loans in the amounts set forth below,
  
  Quarterly Payment Date                                           Amount
  February 29, 1996                                           $11,250,000
  May 31, 1996                                                $11,250,000
  August 31, 1996                                             $11,250,000
  November 30, 1996                                           $         0
  February 28, 1997                                           $         0
  May 31, 1997                                                $         0
  August 31, 1997                                             $13,750,000
  November 30, 1997                                           $13,750,000
  February 28, 1998                                           $18,750,000
  May 31, 1998                                                $18,750,000
  August 31, 1998                                             $18,750,000
  November 30, 1998                                           $18,750,000
  February 28, 1999                                           $21,250,000
                                         10
  Quarterly Payment Date                                           Amount
  May 31, 1999                                                $21,250,000
  August 31, 1999                                             $21,250,000
  November 30, 1999                                           $21,250,000
  February 29, 2000                                           $23,750,000
  May 31, 2000                                                $23,750,000
  August 31, 2000                                             $23,750,000
  November 30, 2000                                           $23,750,000
  February 28, 2001                                           $35,000,000
  May 31, 2001                                                $35,000,000
  August 31, 2001                                             $35,000,000
  Maturity Date                                               $38,750,000
  
           SUBPART 2.2.8. Section 2.10 ("Commitment Fees") of the Credit Agreement
  is hereby amended in its entirety to read as follows:
  
                    SECTION 2.10.  Commitment Fees.  From and after the
           Second Amendment Effective Date:
  
                             (a) The Borrowers jointly and severally agree to pay
                    to the Administrative Agent, for the account of each Reducing
                    Revolving Lender according to that Lender's Reducing Revolving
                    Pro Rata Share of the Reducing Revolving Commitment Amount, a
                    commitment fee equal to the Commitment Fee Rate per annum of
                    the average daily amount by which the Reducing Revolving
                    Commitment Amount exceeds the Loan Facility Usage with respect
                    thereto.
  
                             (b) All commitment fees shall accrue daily commencing
                    on the Second Amendment Effective Date and be payable in
                    arrears on each Quarterly Payment Date and each relevant
                    Commitment Termination Date with respect to each type of Loan.
  
           SUBPART 2.2.9. Section 2.26 ("Replacement Notes") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 2.26. Replacement Notes. Each Lender's Loans shall be
           evidenced by a Note payable to the order of such Lender in a maximum
           principal amount equal to such Lender's Pro Rata Share (as of the
           Second Amendment Effective Date) of all Term Loans or Reducing
           Revolving Loan Commitment
  
                                         11
  Amount. Each Reducing Revolving Note and each
           Term Loan Note issued on the Second Amendment Effective Date shall, to
           the extent it evidences any portion of a Loan which was sold
           and assigned to such Lender pursuant to Subpart 4.1.1(b) of the Second
           Amendment, be issued in substitution and exchange for, and not in
           satisfaction or payment of, the existing Note that evidenced such
           existing Loan before giving effect to the Second Amendment, and the
           Indebtedness (together with the obligation to pay accrued interest
           thereon) originally owing to the applicable Existing Lender (as defined
           in the Second Amendment) and to be evidenced by such replacement Notes
           delivered pursuant to the Second Amendment shall be (and the Borrowers
           hereby acknowledge and agree that such Indebtedness is) a continuing
           Indebtedness, and nothing herein or therein contained shall be
           construed to release or terminate any Lien or security interest given
           to secure such Indebtedness. The Borrowers hereby irrevocably authorize
           each Lender to make (or cause to be made) appropriate notations on the
           grid attached to such Lender's Note (or on any continuation of such
           grid), which notations, if made, shall evidence, inter alia, the date
           of, the outstanding principal of, and the interest rate and Interest
           Period applicable to the Loans evidenced thereby. Such notations shall
           be conclusive and binding on the Borrowers absent manifest error;
           provided, however, that the failure of any Lender to make any such
           notations shall not limit or otherwise affect any Obligations of the
           Borrowers or any other Credit Party.
  
           SUBPART 2.3. Amendments to Article III. Article III of the Credit
  Agreement is hereby amended in accordance with Subparts 2.3.1 and 2.3.2.
  
           SUBPART 2.3.1. Section 3.5 ("Investments; Subsidiaries") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 3.5 Investments; Subsidiaries. (a) Annexed as Schedule
           3.5(a) to the Second Amendment is a correct and complete list as of the
           Second Amendment Effective Date of all Subsidiaries of OrNda, other
           than Joint Ventures, showing as to each such Subsidiary its name, the
           jurisdiction of its incorporation and the ownership, by Borrower or
           Subsidiary, of the capital stock of each such Subsidiary, and
           indicating which Subsidiaries are Hospital Subsidiaries.
  
                    (b) Annexed as Schedule 3.5(b) to the Second Amendment is a
           correct and complete list as of the Second Amendment Effective Date of
           all Joint Ventures and related Joint Venture Agreements, other than
           Joint Ventures the book value
  
                                         12
  of the Borrowers' Investment in which does not exceed $1,500,000 in
           the aggregate.
  
           SUBPART 2.3.2. Section 3.13 ("Disclosure") of the Credit Agreement is
  hereby amended in its entirety to read as follows:
  
                    SECTION 3.13. Disclosure. As of the Second Amendment Effective
           Date, neither this Agreement, any other Loan Document, nor any written
           statement made by a Senior Officer or Responsible Official of OrNda or
           any of its Subsidiaries to the Administrative Agent or any other Lender
           Party in connection with this Agreement, or any other Loan Document,
           contains any untrue statement of a material fact or, taken as a whole,
           omits a material fact necessary in order to make the statement made not
           misleading. As of the Second Amendment Effective Date, there is no fact
           known to OrNda or any of its Subsidiaries which would reasonably be
           expected to constitute a Material Adverse Effect that has not been
           disclosed to the Administrative Agent and the Lenders. No written
           statement (including all the information delivered from time to time
           pursuant to Section 5.1) made by a Senior Officer or Responsible
           Official of OrNda or any of its Subsidiaries after the Second Amendment
           Effective Date to the Administrative Agent or any other Lender Party in
           connection with this Agreement or any other Loan Document shall contain
           any untrue statement of a material fact or, taken as a whole, will omit
           a material fact necessary to make such statements not misleading.
  
           SUBPART 2.4. Amendments to Article V. Article V of the Credit Agreement
  is hereby amended in accordance with Subpart 2.4.1.
  
           SUBPART 2.4.1. Clause (s) of Section 5.1 ("Financial Statements,
  Reports, Notices, etc.") of the Credit Agreement is hereby amended in its
  entirety to read as follows:
  
                    (s) Notices of Permitted Acquisitions. On or prior to the
           consummation of any Permitted Acquisition, evidence of compliance with
           the applicable requirements, if any, of Sections 6.6(b)(ii) and (iii),
           which evidence in the case of Section 6.6(b)(ii) shall be in the form
           of the relevant calculations provided for in the Compliance
           Certificate.
  
           SUBPART 2.5. Amendments to Article VI. Article VI of the Credit
  Agreement is hereby amended in accordance with Subparts 2.5.1 through 2.5.4.
  
           SUBPART 2.5.1. Clause (l) of Section 6.1 ("Limitation on Indebtedness")
  of the Credit Agreement is hereby amended in its entirety to read as follows:
  
                                         13
  (l)  additional unsecured Indebtedness of any Credit
           Party not otherwise permitted by this Section 6.1 which, at the time
           incurred, together with any other Indebtedness then outstanding and
           permitted solely by this paragraph (l) and paragraphs (d), (f) (as such
           paragraph (f) relates to the extension, renewal or refinancing of
           Indebtedness incurred pursuant to paragraphs (d), (h) and (k)), (h),
           (j)(ii)(y) and (k), does not exceed $200,000,000 in the aggregate;
  
           SUBPART 2.5.2. Section 6.5 ("Limitation on Mergers and Consolidations,
  etc.") of the Credit Agreement is hereby amended in its entirety to read as
  follows:
  
                    SECTION 6.5. Limitation on Mergers and Consolidations, etc.
           Merge, consolidate or amalgamate with or into, or liquidate or
           dissolve, any Person, except mergers, consolidations, amalgamations,
           liquidations or dissolution (a) of a wholly-owned Subsidiary of OrNda
           into OrNda (with OrNda as the surviving entity) or into another
           wholly-owned Subsidiary of OrNda, and (b) of a Subsidiary of OrNda in a
           transaction constituting a Disposition permitted by Section 6.4 or an
           Acquisition permitted by Section 6.6. OrNda will have no Subsidiaries
           other than those referred to in Schedules 3.5(a) and (b) to the Second
           Amendment and those which are permitted to have been organized or
           acquired in accordance with this Section 6.5 and Sections 6.6 and 6.7.
  
           SUBPART 2.5.3. Section 6.6 ("Limitation on Acquisitions") of the Credit
  Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 6.6. Limitation on Acquisitions. (a) Directly or
           indirectly, make any Acquisition, or enter into any agreement to make
           any Acquisition, or make any public announcement or disclosure of any
           intent to make any Acquisition, except (i) if each (if any), letter of
           intent, commitment letter, purchase agreement or similar agreement and
           public announcement relating to the subject Acquisition expressly
           provides that the consummation of such Acquisition is subject to the
           approval of the Required Lenders, (which approval, the parties hereto
           agree, may be granted or withheld in the sole discretion of the
           Required Lenders), or (ii) subject to paragraph (b), for Permitted
           Acquisitions for consideration consisting of any combination of (A)
           Cash, (B) Cash Equivalents, (C) common stock of OrNda (valued at the
           market value thereof as of the date the relevant definitive purchase
           agreement is entered into), (D) other securities or property of OrNda
           or any Consolidated Subsidiary (valued in good faith by the Board of
           Directors of OrNda or the Executive Committee thereof), (E) the
  
                                         14
  assumption of any Indebtedness that would be classified as
           long term indebtedness on a consolidated balance sheet of OrNda, which
           consists of borrowed funds, or which is secured by any material asset
           (valued at the principal amount thereof), (F) any other consideration
           (valued in good faith by the Board of Directors of OrNda or the
           Executive Committee thereof) or (G) any combination of the foregoing.
  
                    (b) No Permitted Acquisition (including, without limitation,
           no Proposed Acquisition) (i) shall be made or committed to be made if a
           Default or Event of Default exists at the time of such Permitted
           Acquisition or would result therefrom, (ii) requiring the aggregate
           payment by OrNda and its Subsidiaries of more than $100,000,000 shall
           be consummated if OrNda fails to establish, no later than the date of
           consummation of such Permitted Acquisition, compliance on a pro forma
           historical basis with Sections 6.22 and 6.23 for a period of 12
           consecutive calendar months immediately preceding the consummation of
           each such Permitted Acquisition, (iii) shall be consummated if OrNda
           fails to establish, no later than the date of consummation of such
           Permitted Acquisition, to the Administrative Agent's reasonable
           satisfaction that no material environmental liabilities are being
           assumed by OrNda or any of its Subsidiaries, in connection with any
           such Permitted Acquisition, or (iv) requiring the aggregate payment by
           OrNda and its Subsidiaries of more than $180,000,000 shall be
           consummated unless such Permitted Acquisition has been approved by the
           Required Lenders. As used in clauses (ii) and (iv) of the immediately
           preceding sentence, "aggregate payment" means (A) Cash (other than Net
           Equity Cash Proceeds used, within one year of the receipt thereof by
           any Borrower or any Consolidated Subsidiary, to pay the purchase price
           obligations of such Permitted Acquisition), (B) assumed Indebtedness
           for borrowed money, and/or (C) any Acquisition CAPEX.
  
           SUBPART 2.5.4. Section 6.19 ("Limitation on Capital Expenditures") of
  the Credit Agreement is hereby amended in its entirety to read as follows:
  
                    SECTION 6.19. Limitation on Capital Expenditures. Make or
           incur any obligation to make Consolidated Capital Expenditures during
           any Fiscal Year of OrNda in excess of $200,000,000 (such amount to be
           increased, dollar-for-dollar, in each Fiscal Year of OrNda following
           the Restatement Effective Date, by the CAPEX Step-Up Amount, if any,
           for such Fiscal Year); provided, however, that to the extent that OrNda
           or any Consolidated Subsidiary shall have made a Capital Expenditure
           for the acquisition or construction of any assets which are the subject
           of any Sale
  
                                         15
  and Leaseback Transaction under a lease that qualifies
           under GAAP as an Operating Lease within six months of the consummation
           of such acquisition or the completion of such construction, the amount
           originally applied against the Capital Expenditure basket provided in
           this Section 6.19 as usage thereof shall, to the full extent of any
           Short-Term Sale and Leaseback Proceeds realized within such six-month
           period, be restored as if such Capital Expenditure had not occurred.
  
           SUBPART 2.6. Conforming Amendments to Exhibit E to Credit Agreement.
  Exhibit E (Form of Compliance Certificate) to the Credit Agreement is hereby
  amended in its entirety to read as set forth in Annex I attached hereto.
  
           SUBPART 2.7. Covenant Compliance and Rates and Fees in Respect of Loans
  and Letters of Credit outstanding or issued prior to the Second Amendment
  Effective Date. Notwithstanding anything in the foregoing to the contrary, any
  determination of applicable interest rates and fees in respect of Loans and
  Letters of Credit outstanding or issued under the Credit Agreement prior to the
  Second Amendment Effective Date, and any determination of compliance with the
  provisions of the Credit Agreement (including with the financial covenants set
  forth in Article VI of the Credit Agreement) for any period prior to the Second
  Amendment Effective Date, shall be made pursuant to the terms of the Credit
  Agreement as in effect immediately prior to the Second Amendment Effective Date
  and the defined terms applicable to any such determination shall have the
  meanings provided in the Credit Agreement as in effect immediately prior to the
  Second Amendment Effective Date.
  
                                      PART III
  
                       CONDITIONS TO EFFECTIVENESS; EXPIRATION
  
           SUBPART 3.1. Second Amendment Effective Date. This Amendment, and the
  amendments and modifications contained herein, shall be and become effective on
  the date (the "Second Amendment Effective Date") when each of the conditions set
  forth in this Subpart 3.1 shall have been fulfilled to the satisfaction of the
  Administrative Agent and each of the Lenders; provided, that, such date shall
  occur prior to the termination date set forth in Subpart 3.2.
  
           SUBPART 3.1.1. Execution of Counterparts. The Co- Syndication Agents
  shall have received counterparts of this Amendment, duly executed and delivered
  on behalf of the Borrowers, the Guarantors, the Co-Syndication Agents and each
  other Lender Party.
  
                                         16
  SUBPART 3.1.2. Notes. The Co-Syndication Agents shall have received,
  for the account of each Lender, such Lender's replacement Notes, dated the
  Second Amendment Effective Date, each duly completed and executed by a Senior
  Officer of each Borrower and conforming to the requirements of Section 2.26 of
  the Amended Credit Agreement. In addition, each Lender shall have delivered to
  the Administrative Agent each of its existing Notes, and the Administrative
  Agent shall have marked such notes "replaced" and returned them to the
  Borrowers.
  
           SUBPART 3.1.3. Supporting Documents of Credit Parties. The
  Co-Syndication Agents shall have received from each Credit Party copies for each
  Lender of the following:
  
                    (a) a copy of each Credit Party's certificate of incorporation
           or limited partnership, as the case may be, certified as of a date
           reasonably near (but prior to) the Second Amendment Effective Date, by
           the Secretary of State of the State of such Credit Party's
           incorporation or formation, as the case may be, or a representation and
           warranty from such Credit Party (other than a Borrower) that the
           certificate of incorporation or limited partnership, as the case may
           be, of such Credit Party (other than a Borrower) has not been amended
           or modified since the Restatement Effective Date if such Credit Party
           (other than a Borrower) were a party to the Existing Credit Agreement
           on the Restatement Effective Date;
  
                    (b) a certificate of each such Secretary of State, dated as of
           a date reasonably near (but prior to) the Second Amendment Effective
           Date, as to the good standing of and payment of taxes by such Credit
           Party which, in the case of each Credit Party, lists the charter
           documents on file in the office of such Secretary of State;
  
                    (c) a certificate dated as of a date reasonably near (but
           prior to) the Second Amendment Effective Date as to the good standing
           of each Credit Party issued by the Secretary of State of each
           jurisdiction in which such Credit Party is qualified as a foreign
           corporation; and
  
                    (d) a certificate of the Secretary or general partner, as the
           case may be, of each Credit Party dated the Second Amendment Effective
           Date and certifying, as applicable, (i) that attached thereto is a true
           and complete copy of the bylaws or limited partnership agreement, as
           the case may be, of such Credit Party as in effect on the date of such
           certification or a representation and warranty from such Credit Party
           (other than a Borrower) that the bylaws or limited partnership
           agreement, as the case may be, of such
           Credit Party (other than a Borrower) has not been amended or
  
                                         17
  modified since the Restatement Effective Date if such Credit Party
           (other than a Borrower) were a party to the Existing Credit Agreement
           on theRestatement Effective Date, (ii) that attached thereto is a true
           and complete copy of resolutions adopted by the Board of Directors or
           partnership action adopted by the general partner(s), as the case may
           be, of such Credit Party authorizing the execution, delivery and
           performance of this Amendment and the replacement Notes and (iii) as to
           the incumbency and specimen signature of each officer or general
           partner, as the case may be, executing this Amendment or the
           replacement Notes on behalf of such Credit Party (such certificate to
           contain a certification by another officer or general partner, as the
           case may be, or authorized signatory of such Credit Party as to the
           incumbency and signature of each such Secretary or general partner, as
           the case may be, signing the certificate referred to in this clause
           (d)) or a representation and warranty from such Credit Party (other
           than a Borrower) that the incumbencies of the officers or general
           partners, as the case may be, authorized to execute the Existing Credit
           Agreement on behalf of such Credit Party (other than a Borrower) has
           not been amended or modified since the Restatement Effective Date. The
           Co-Syndication Agents and the other Lender Parties may conclusively
           rely on each such certificate until they shall have received a further
           certificate of the Secretary or general partner, as the case may be, of
           each such Credit Party cancelling or amending such prior certificate.
  
           SUBPART 3.1.4. Required Consents and Approvals. All required consents
  and approvals shall have been obtained with respect to the amendments and
  transactions contemplated hereby from (i) all Governmental Authorities with
  jurisdiction over the business, assets, properties or activities of the Credit
  Parties and (ii) any other entity (including any trustee party to any
  Subordinated Indenture) whose consent or approval the Co-Syndication Agents deem
  necessary or appropriate to effect the transactions contemplated hereby.
  
           SUBPART 3.1.5. Solvency Certificate. The Co-Syndication Agents shall
  have received, with copies for each Lender, a solvency certificate in
  substantially the form of Annex II attached hereto, duly executed by either the
  chief financial officer or treasurer of OrNda and dated the Second Amendment
  Effective Date.
  
           SUBPART 3.1.6.  Closing Date Certificates.  The
  Co-Syndication Agents shall have received, with copies for each
  Lender, an appropriate Closing Date Certificate duly executed by
  the chief financial or executive officer or treasurer of each
  Borrower and dated the Second Amendment Effective Date, in which
  
                                         18
  certificate each Borrower shall agree and acknowledge that the statements made
  therein shall be true and correct representations and warranties of such
  Borrower as of such date. All documents and agreements appended to the Closing
  Date Certificate shall be in form and substance satisfactory to the
  Co-Syndication Agents and the Lenders.
  
           SUBPART 3.1.7.  Opinions of Counsel.  The Co-Syndication
  Agents shall have received, with copies for each Lender, the
  favorable written opinions dated the date of the Credit Extension
  and addressed to the Co-Syndication Agents and the Lenders of
  
                    (a) Skadden, Arps, Slate, Meagher & Flom, special New York and
           California counsel to the Credit Parties, substantially in the form of
           Annex III-A attached hereto; and
  
                    (b)  Ronald P. Soltman, Esq., counsel of OrNda,
           substantially in the form of Annex III-B attached hereto.
  
           SUBPART 3.1.8. Payment of Fees. The Administrative Agent shall have
  received (a) for each Lender an amendment fee equal to the sum of (i) 7.5 basis
  points on such Lender's Existing Total Exposure Amount plus (ii) 25 basis points
  on such Lender's New Exposure Amount and (b) all other fees payable to the Co-
  Syndication Agents on or prior to the Second Amendment Effective Date.
  
           SUBPART 3.1.9. Material Adverse Change. There has been no material
  adverse change in the consolidated financial condition, results of operations,
  assets, business, properties or prospects of OrNda and the Consolidated
  Subsidiaries, taken as a whole, from the circumstances as reflected in the
  audited financial statements of OrNda and the Consolidated Subsidiaries, OHC and
  its consolidated Subsidiaries, and AHM Acquisition and its consolidated
  Subsidiaries, in each case as of August 31, 1996, true and correct copies of
  which were delivered pursuant to Section 5.1(a) of the Credit Agreement.
  
           SUBPART 3.1.10.  Other Documents.  The Co-Syndication Agents
  shall have received such other documents as the Co-Syndication
  Agents may reasonably request.
  
           SUBPART 3.1.11. Legal Details, etc. All documents executed or submitted
  pursuant hereto shall be satisfactory in form and substance to the
  Co-Syndication Agents and their counsel. The Co-Syndication Agents and their
  counsel shall have received all information and such counterpart originals or
  such certified or other copies or such materials as the Co-Syndication Agents or
  their counsel may reasonably request, and all legal
  matters incident to the transactions contemplated by this
  
                                         19
  Amendment shall be satisfactory to the Co-Syndication Agents and their counsel.
  
           SUBPART 3.2. Expiration. If the Second Amendment Effective Date shall
  not have occurred on or prior to December 2, 1996, the agreements of the parties
  hereto contained in this Amendment shall terminate effective immediately on such
  date and without any further action.
  
                                       PART IV
  
                           REALLOCATION AND ASSIGNMENT OF
                                LOANS AND COMMITMENTS
  
           SUBPART 4.1. Reallocation and Assignment of Loans and Commitments.
  Subject to the terms and conditions set forth in this Amendment (including Part
  III), each Existing Lender agrees, severally and for itself alone, to assign the
  Loans and Commitments in accordance with this Subpart 4.1.
  
           SUBPART 4.1.1.  Reallocation and Assignments.  Each of the
  Existing Lenders, the Co-Syndication Agents and the Lenders
  agrees that upon the occurrence of the Second Amendment Effective
  Date,
  
                    (a) each of the Existing Lenders with a Reducing Revolving
           Commitment shall be deemed to have sold and assigned to the
           Co-Syndication Agents the portion (if any) of such Existing Lender's
           Term Loans, Reducing Revolving Commitment and Reducing Revolving Loans
           and its Participation Interest in Letter of Credit Obligations, before
           giving effect to Part II hereof, which is in excess of the amount of
           such Existing Lender's Pro Rata Share of all outstanding Term Loans,
           Reducing Revolving Commitment, and outstanding Reducing Revolving
           Loans, and participation interest in all Letter of Credit Obligations,
           respectively, after giving effect to Part II hereof;
  
                    (b) the Co-Syndication Agents shall be deemed to have (i)
           purchased and assumed that portion of the Term Loans, Reducing
           Revolving Commitments and Reducing Revolving Loans and Participation
           Interests in Letter of Credit Obligations, of each Existing Lender
           which are being sold pursuant to paragraph (a) above and (ii)
           reallocated, sold and assigned such portions to the Lenders, and the
           Lenders shall be deemed to have purchased and assumed such portions
           being so sold and assigned, in such a manner and in such amounts so as
           to cause each Lender's Reducing Revolving Commitments and its Pro Rata
           Share of all Loans and Letter of Credit
           Obligations, including the portions thereof being sold to
  
                                         20
  such Lender pursuant to this paragraph, to be in each case as set forth
           on Schedule I hereto.
  
           SUBPART 4.1.2.  Additional Provisions for Reallocations and
  Assignments.
  
           (a) Each Existing Lender hereby represents and warrants to the
  Co-Syndication Agents and each Lender, that immediately before giving effect to
  Part II hereof, (i) its Reducing Revolving Commitment, its Term Loans, its
  Reducing Revolving Loans and Participation Interest in Letter of Credit
  Obligations are in the amounts set forth on Schedule II hereto and that it is
  the legal and beneficial owner thereof; and (ii) to the extent that such
  Existing Lender is making a sale and assignment pursuant to Subpart 4.1.1, the
  rights and interests being assigned and sold are free and clear of any adverse
  claim or encumbrance created by such Existing Lender (other than any encumbrance
  to be released automatically upon receipt of payment in respect of such sale and
  assignment), and without recourse or representation or warranty of any kind
  whatsoever except for the representations and warranties set forth in this
  Subpart 4.1.2.
  
           (b) Each Co-Syndication Agent hereby represents and warrants to each
  Lender, that immediately before giving effect to the effectiveness of Subpart
  4.1.1, to the extent the Co-Syndication Agents are making a sale and assignment
  pursuant to Subpart 4.1.1, the rights and interests being assigned and sold are
  free and clear of any adverse claim or encumbrance (other than any encumbrance
  to be released automatically upon receipt of payment in respect of such sale and
  assignment) created by such Co-Syndication Agent, and without recourse or
  representation or warranty of any kind whatsoever except for the representations
  and warranties set forth in this Subpart 4.1.2.
  
           (c) Each of the Lenders hereby acknowledges and agrees that (i) other
  than the representations and warranties contained in paragraphs (a) and (b)
  above, neither the Existing Lenders nor the Co-Syndication Agents have made
  representations or warranties or assumed any responsibility with respect to (x)
  any statements, warranties or representations made in or in connection with this
  Amendment or the execution, legality, validity, enforceability, genuineness or
  sufficiency of this Amendment, the Credit Agreement, or any other Loan Document,
  or (y) the financial condition of the Borrowers or any other Credit Party or the
  performance by the Borrowers or any other Credit Party of the Obligations; (ii)
  it has received such information as it has deemed appropriate to make its own
  credit analysis and decision to enter into this Amendment and; (iii) it has made
  and continues to make its own credit decisions in taking or not taking action
  under this Amendment, independently and without reliance upon the
  
                                         21
  Co-Syndication Agents or any Existing Lender (other than itself, if applicable).
  
           (d) The Borrowers, the Existing Lenders, the Administrative Agent and
  the Co-Syndication Agents agree that each Existing Lender which is making a sale
  and assignment pursuant to Subpart 4.1.1(a) shall, as of the Second Amendment
  Effective Date, relinquish its rights and be discharged and released from its
  obligations under this Amendment and the Credit Agreement to the extent of the
  rights and interests so sold and assigned.
  
           (e) The Borrowers, the Lenders, the Administrative Agent and the
  Co-Syndication Agents also agree that each Co-Syndication Agent shall, as of the
  Second Amendment Effective Date, relinquish its rights and be discharged and
  released from its obligations under this Amendment and the Credit Agreement to
  the extent of the rights and interests sold and assigned by it to the Lenders
  pursuant to Subpart 4.1.1(b)(ii).
  
           (f) Concurrently with the occurrence of the Second Amendment Effective
  Date, (i) each Lender which is purchasing any portion of Term Loans, Reducing
  Revolving Commitments and Reducing Revolving Loans and/or Participation
  Interests in Letter of Credit Obligations pursuant to Subpart 4.1.1(b)(ii) shall
  deliver to the Administrative Agent immediately available funds in the full
  amount of the purchase made by it, and (ii) the Administrative Agent shall, to
  the extent of the funds so received, disburse such funds to the Existing Lenders
  which are making sales and assignments pursuant to Subpart 4.1.1(a) in the
  amount of the portions so sold and assigned.
  
           (g) The Borrowers agree that, concurrently with the occurrence of the
  Second Amendment Effective Date, the Borrowers will (i) convert all Loans which
  are Fixed Rate Loans into Floating Rate Loans on the Second Amendment Effective
  Date, and (ii) jointly and severally pay to the Administrative Agent for the
  account of each Existing Lender all interest, fees and other amounts (including,
  without limitation, all amounts owed by the Borrowers under Section 2.15 of the
  Credit Agreement in respect of breakage for funding losses; but excluding
  principal) owed to such Existing Lender under the Credit Agreement.
  
                                       PART V
  
                           MISCELLANEOUS; REPRESENTATIONS
  
           SUBPART 5.1. Cross-References. References in this Amendment to any Part
  or Subpart are, unless otherwise specified or otherwise required by the context,
  to such Part or Subpart of this Amendment.
  
                                         22
  SUBPART 5.2.  Loan Document and Assignment and Acceptance
  Pursuant to Credit Agreement.
  
           (a) This Amendment is a Loan Document executed pursuant to the Credit
  Agreement and shall be construed, administered and applied in accordance with
  all of the terms and provisions of the Credit Agreement (and, following the
  Second Amendment Effective Date, the Amended Credit Agreement).
  
           (b) This Amendment shall be deemed to be an Assignment and Acceptance
  Agreement executed in accordance with the all of the terms and provisions of the
  Credit Agreement (and, following the Second Amendment Effective Date, the
  Amended Credit Agreement). Schedule III hereto contains the notice address of
  any Lenders which are not Existing Lenders.
  
           SUBPART 5.3. Full Force and Effect; Limited Amendment. Except as
  expressly amended hereby, all of the representations, warranties, terms,
  covenants, conditions and other provisions of the Credit Agreement and the other
  Loan Documents shall remain unamended and shall continue to be, and shall
  remain, in full force and effect in accordance with their respective terms. The
  amendments set forth herein shall be limited precisely as provided for herein to
  the provisions expressly amended herein and shall not be deemed to be an
  amendment to or modification of any other term or provision of the Credit
  Agreement, any other Loan Document referred to therein or herein or of any
  transaction or further or future action on the part of any Borrower or any other
  Obligor which would require the consent of the Lenders under the Credit
  Agreement or any of the other Loan Documents.
  
           SUBPART 5.4. Payment of Fees and Expenses. The Borrowers, jointly and
  severally, hereby agree to pay and reimburse the Administrative Agent for all of
  its reasonable fees and expenses incurred in connection with the negotiation,
  preparation, execution and delivery of this Amendment and related documents,
  including all reasonable fees and disbursements of counsel to the Administrative
  Agent.
  
           SUBPART 5.5. Successors and Assigns. This Amendment shall be binding
  upon and inure to the benefit of the parties hereto and their respective
  successors and assigns.
  
           SUBPART 5.6. Counterparts. This Amendment may be executed by the
  parties hereto in several counterparts, each of which when executed and
  delivered shall be deemed to be an original and all of which shall constitute
  together but one and the same agreement.
  
           SUBPART 5.7.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED
  TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE 
  
                                         23
  OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION
  5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).
  
           SUBPART 5.8. Compliance with Warranties, No Default, etc. Both before
  and after giving effect to the occurrence of the Second Amendment Effective Date
  and the amendments to the Credit Agreement set forth above, the Borrowers
  represent and warrant the following statements shall be true and correct:
  
                    (a) the representations and warranties set forth in Article
           III and in Sections 7.13 and 9.15 of the Credit Agreement (excluding,
           however, Sections 3.6 and 3.17 of the Credit Agreement) shall, in each
           case, be true and correct in all material respects with the same effect
           as if made on and as of the Second Amendment Effective Date (except to
           the extent that such representations and warranties relate solely to an
           earlier date, in which case such representations and warranties shall
           be true and correct as of such earlier date).
  
                    (b)  except as disclosed by the Borrowers to the
           Co-Syndication Agents and Lenders pursuant to Sections 3.6
           and 3.17 of the Credit Agreement,
  
                             (i) no labor controversy, litigation, arbitration or
                    governmental investigation or proceeding shall be pending or,
                    to the best knowledge of the Borrowers (after due inquiry),
                    threatened against the Borrowers or any of their Subsidiaries
                    which would reasonably be expected to have a Material Adverse
                    Effect or would adversely affect the legality, validity or
                    enforceability of this Amendment, the Credit Agreement, the
                    Notes or any other Loan Document; and
  
                             (ii) no development shall have occurred in any labor
                    controversy, litigation, arbitration or governmental
                    investigation or proceeding disclosed pursuant to Sections 3.6
                    and 3.17 of the Credit Agreement which would reasonably be
                    expected to have a Material Adverse Effect; and
  
                    (c) No Default shall have then occurred and be continuing, and
           neither the Borrowers nor any of their Subsidiaries is in material
           violation of any law or governmental regulation or court order or
           decree, which violation would, individually or in the aggregate, have a
           Material Adverse Effect.
  
           SUBPART 5.9.  Additional General Representations.  In order
  to induce the Lenders and the Agents to enter into this
  
                                         24
  Amendment, the Borrowers hereby additionally represent and warrant as follows:
  
                    (a) the execution and delivery of this Amendment and the
           performance by each of the Borrowers, each of their respective
           Subsidiaries and each other Obligor of each of their respective
           obligations hereunder, under each other Loan Document, under the Credit
           Agreement as amended hereby and, upon the occurrence of the Second
           Amendment Effective Date, under the Amended Credit Agreement are within
           such Person's corporate powers, have been duly authorized by all
           necessary corporate action, have received all necessary governmental
           approval (if any shall be required), and do not (i) contravene such
           Person's organic documents, (ii) contravene any contractual
           restriction, law or governmental regulation or court decree or order
           binding on or affecting such Person or (iii) result in, or require the
           creation or imposition of, any Lien on any of such Person's properties
           (other than pursuant to a Loan Document); and
  
                    (b) this Amendment, each other Loan Document, the Credit
           Agreement as amended hereby and, upon the occurrence of the Second
           Amendment Effective Date, the Amended Credit Agreement are the legal,
           valid and binding obligations of each of the Borrowers, each of their
           respective Subsidiaries and each other Obligor enforceable in
           accordance with their respective terms (except as such enforceability
           may be limited by applicable bankruptcy, insolvency, reorganization or
           similar laws affecting creditors' rights generally and by principles of
           equity).
  
                  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
  
                                         25
  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
  executed by their respective duly authorized officers as of the day and year
  first above written.
  
                                              BORROWERS:
  
                                              ORNDA HEALTHCORP
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                              ORNDA HOSPITAL CORPORATION (formerly
                                              known as Summit Hospital
                                              Corporation)
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                              AHM ACQUISITION CO., INC.
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                              GUARANTORS:
  
                                              AHM CGH, INC.
                                              AHM GEMCH, INC.
                                              AHM JACKSON HOSPITAL INC.
                                              AHM MINDEN HOSPITAL, INC.
                                              AHM SMC, INC.
                                              AHM WCH, INC.
                                              AHMJV, INC.
                                              AMERICAN HEALTHCARE MANAGEMENT
                                                  DEVELOPMENT COMPANY
                                              BONE MARROW/STEM CELL TRANSPLANT
                                                  INSTITUTE OF FLORIDA, INC.
                                              CFMC LP, INC.
                                              CGH REALTY HOLDING, INC.
                                              CHHP, INC.
                                              CHR SERVICE CORP.
                                              CLINIC HOLDINGS, INC.
  
                                         26
  CLINI-TECH LABORATORIES, INC.
                                              COASTAL COMMUNITIES HEALTH SYSTEMS,
                                                  INC.
                                              COMMONWEALTH CONTINENTAL HEALTH
                                                  CARE, INC.
                                              COMMONWEALTH CONTINENTAL HEALTH CARE
                                                  III, INC.
                                              CORAL GABLES HOSPITAL, INC.
                                              CORAL GABLES HOSPITAL PARTNERS, INC.
                                              CVHS HOSPITAL CORPORATION
                                              CYPRESS FAIRBANKS MEDICAL CENTER,
                                                  INC.
                                              DAVENPORT MEDICAL CENTER, INC.
                                              DOCTORS' HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              EGH, INC.
                                              FMC CENTER, INC.
                                              FOUNTAIN VALLEY HEALTH CARE, INC.
                                              FOUNTAIN VALLEY IMAGING CORPORATION
                                              FOUNTAIN VALLEY PHARMACY, INC.
                                              FOUNTAIN VALLEY REGIONAL HOSPITAL &
                                                  MEDICAL CENTER
                                              FRENCH HOSPITAL MEDICAL CENTER
                                              GCPG, INC.
                                              GGH, INC.
                                              GULF COAST COMMUNITY HOSPITAL, INC.
                                              HARBOR VIEW HEALTH SYSTEMS, INC.
                                              HARBOR VIEW MEDICAL CENTER
                                              HCW, INC.
                                              HEALTH CHOICE ARIZONA, INC.
                                              HEALTH CHOICE HMO, INC.
                                              HEALTH CHOICE PARTNERS, INC.
                                              HEALTH HOLDING COMPANY, INC.
                                              HEALTH RESOURCES CORPORATION OF
                                                  AMERICA - CALIFORNIA
                                              HEALTH RESOURCES CORPORATION OF
                                                  AMERICA - FLORIDA
                                              HNMC, INC.
                                              HNPG, INC.
                                              HOUSTON NORTHWEST HEALTH SYSTEM,
                                                  INC.
                                              HOUSTON NORTHWEST HOME HEALTHCARE, 
                                                  INC.
                                              HOUSTON NORTHWEST MANAGEMENT
                                                  SERVICES, INC.
                                              HOUSTON NORTHWEST MEDICAL CENTER,
                                                  INC.
                                              HOUSTON NORTHWEST PROVIDERS
                                              ALLIANCE, INC.
                                              INDIANAPOLIS HEALTH SYSTEMS, INC.
                                              LANDER VALLEY REGIONAL MEDICAL
                                                  CENTER
                                              LBPG, INC.
                                              LCMH, INC.
                                              LEWISBURG COMMUNITY HOSPITAL, INC.
                                              MANAGED HEALTH ALLIANCE
                                              MCF, INC.
                                              MCS ADMINISTRATIVE SERVICES, INC.
  
                                         27
  MEDI-HEALTH OF FLORIDA, INC.
                                              MESA GENERAL HOSPITAL MEDICAL
                                                  CENTER, INC.
                                              MIDWAY HOSPITAL MEDICAL CENTER, INC.
                                              MONTEREY PARK HOSPITAL
                                              NAI COMMUNITY HOSPITAL OF PHOENIX,
                                                  INC.
                                              NLVH, INC.
                                              NLVPG OF NEVADA, INC.
                                              OHM HEALTH INITIATIVES, INC
                                              OHM SERVICES, INC.
                                              ORNDA ACQUISITION CORPORATION
                                              ORNDA ACCESS, INC.
                                              ORNDA AMBULATORY NETWORK, INC.
                                              ORNDA HEALTH INITIATIVES, INC.
                                              ORNDA HEALTHCHOICE, INC.
                                              ORNDA HEALTHCORP OF FLORIDA, INC.
                                              ORNDA HEALTHCORP OF MASSACHUSETTS,
                                                  INC.
                                              ORNDA HEALTHCORP OF PHOENIX, INC.
                                              ORNDA HOSPITAL INVESTMENT CORP.
                                              ORNDA INVESTMENTS, INC.
                                              ORNDA MANAGEMENT SERVICES, INC.
                                              ORNDA OF SOUTH FLORIDA, INC.
                                              ORNDA OF SOUTH FLORIDA SERVICES
                                                  CORPORATION
                                              ORNDA PHYSICIANS SERVICES, INC.
                                              ORNDA RECEIVABLES CO.
                                              POWAY HEALTH SYSTEMS, INC.
                                              PREMIER HEALTH RESOURCES, INC.
                                              PROVIDENT NURSING HOMES, INC.
                                              PSH, INC.
                                              QUALICARE OF MISSISSIPPI, INC.
                                              QUALICARE OF WYOMING, INC.
                                              REPUBLIC HEALTH CORPORATION OF
                                                  CENTRAL GEORGIA
                                              REPUBLIC HEALTH CORPORATION OF
                                                  INDIANAPOLIS
                                              REPUBLIC HEALTH CORPORATION OF
                                                  MEREDIAN
                                              REPUBLIC HEALTH CORPORATION OF
                                                  MESQUITE
                                              REPUBLIC HEALTH CORPORATION OF NORTH
                                                  MIAMI
                                              REPUBLIC HEALTH CORPORATION OF
                                                  ROCKWALL COUNTY
                                              REPUBLIC HEALTH CORPORATION OF SAN
                                                  BERNARDINO
                                              REPUBLIC HEALTH CORPORATION OF TEXAS
                                              REPUBLIC HEALTH OF NORTH TEXAS, INC.
                                              REPUBLIC HEALTH PARTNERS, INC.
                                              RHC FLORIDA, INC.
                                              RHC PARKWAY, INC.
                                              RHCMS, INC.
                                              RHPC, INC.
  
                                         28
  S.C. CAL., INC.
                                              S.C. MANAGEMENT, INC.
                                              S.C. SAN ANTONIO, INC.
                                              SAN JUAN MEDICAL CENTER, INC.
                                              SANTA ANA HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              SHL/O CORP.
                                              SNF PHARMACY, INC.
                                              SOUTH FLORIDA PHYSICIANS SERVICES,
                                                  INC.
                                              SOUTH PARK MEDICAL CENTER, INC.
                                              ST. LUKE MEDICAL CENTER
                                              STH CORPORATION
                                              THE DAVENPORT CLINIC, INC.
                                              TUSCON GENERAL HOSPITAL, INC.
                                              USDHC, INC.
                                              VALLEY COMMUNITY HOSPITAL
                                              WCH MANAGEMENT SERVICES, INC.
                                              WEST LOS ANGELES HEALTH SYSTEMS,
                                                  INC.
                                              WESTCENTER REHABILITATION FACILITY,
                                                  INC.
                                              WHITTIER HOSPITAL MEDICAL CENTER,
                                                  INC.
                                              WOODLAND PARK HOSPITAL, INC.
                                              WPH MANAGEMENT SERVICES, INC.
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                              BROTMAN PARTNERS, L.P.
  
                                              By West Los Angeles Health Systems,
                                              Inc., its sole general partner
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                              FLORIDA MEDICAL CENTER, LTD.,
  
                                              By MCF, Inc., its sole general
                                              partner
  
                                              By  /s/  Russell F. Tonnies
                                              Title: Vice President and Treasurer
  
                                         29
  FOUNTAIN VALLEY IMAGING CENTER LIMITED
                                           PARTNERSHIP,
  
                                           By Fountain Valley Imaging Corporation,
                                           its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           FOUNTAIN VALLEY OUTPATIENT SURGICAL
                                           CENTER LIMITED PARTNERSHIP,
  
                                           By Fountain Valley Health Care, Inc.,
                                           its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           GARLAND COMMUNITY HOSPITAL, LTD.,
  
                                           By GCPG, Inc., its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           HARBOR VIEW HEALTH PARTNERS, L.P.
  
                                           By Harbor View Health Systems, Inc.,
                                           its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         30
  LAKE POINTE MEDICAL CENTER, LTD.
  
                                           By Republic Health Partners, Inc., its
                                           sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           NEW MEDICAL HORIZONS II, LTD.
  
                                           By   Cupress Fairbanks Medical Center,
                                           Inc., its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           S.V. HOSPITAL, L.L.C.,
  
                                           By OrNda Hospital Investment Corp.,
                                           as Managing Member
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                           WHITTIER SURGERY CENTER, L.P.
  
                                           By Whittier Hospital Medical Center,
                                           Inc., its sole general partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         31
  WINONA MEMORIAL HOSPITAL LIMITED
                                           PARTNERSHIP
  
                                           By Republic Health Corporation of
                                           Indianapolis, its sole general
                                           partner
  
                                           By  /s/  Russell F. Tonnies
                                           Title: Vice President and Treasurer
  
                                         32
  THE BANK OF NOVA SCOTIA, as
                                           Administrative Agent, a
                                           Co-Syndication Agent, a Letter
                                           of Credit Issuer and a Lender
  
                                           By  /s/  Dana Maloney
                                           Title: Relationship Manager
  
                                           CITICORP USA INC., as Documentation
                                           Agent, a Co-Syndication Agent, a
                                           Letter of Credit Issuer and a Lender
  
                                           By  /s/  Margaret Au Brown
                                           Title: Managing Director
  
                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           as a Co-Agent and a Lender
  
                                           By  /s/  Cheryl P. Boyd
                                           Title: Vice President
  
                                           THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                           NEW YORK BRANCH, as a Co-Agent and a
                                           Lender
  
                                           By  /s/  Junri Oda
                                           Title: Senior Vice President
                                           and Senior Manager
  
                                           THE LONG-TERM CREDIT BANK OF JAPAN
                                           LIMITED, NEW YORK BRANCH, as a Co-
                                           Agent and a Lender
  
                                           By  /s/  John Sullivan
                                           Title: Joint General Manager
  
                                         33
  NATIONSBANK N.A., as a Co-Agent and a
                                           Lender
  
                                           By  /s/  S. Walker Choppin
                                           Title: Senior Vice President
  
                                           THE TORONTO-DOMINION BANK, as a
                                           Co-Agent and a Lender
  
                                           By  /s/  Frederic B. Hawley
                                           Title: Manager, Credit Administration
  
                                           WELLS FARGO BANK, as a Co-Agent and a
                                           Lender
  
                                           By  /s/  Kathleen S. Barnes
                                           Title: Vice President
  
                                           AMSOUTH BANK OF ALABAMA, as a Lead
                                           Manager and a Lender
  
                                           By  /s/  Timothy L. Vardaman
                                           Title: Officer
  
                                           BANK OF AMERICA NT & SA, as a Lead
                                           Manager and a Lender
  
                                           By  /s/  Wyatt R. Ritchie
                                           Title: Managing Director
  
                                         34
  CORESTATES BANK, N.A., as a Lead
                                           Manager and a Lender
  
                                           By  /s/  Elizabeth D. Morris
                                           Title: Vice President
  
                                           CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
                                           as a Lender
  
                                           By  /s/  Farboud Tavangar
                                           Title: Authorized Signature
  
                                           CREDIT LYONNAIS NEW YORK BRANCH, as a
                                           Lead Manager and a Lender
  
                                           By  /s/  Farboud Tavangar
                                           Title: Authorized Signature
  
                                           CREDITANSTALT-BANKVEREIN, as a Lead
                                           Manager and a Lender
  
                                           By  /s/  Richard P. Buckanavage
                                           Title: Vice President
  
                                           By  /s/  Alan B. Offenberg
                                           Title: Senior Associate
  
                                         35
  DEUTSCHE BANK AG, NEW YORK AND/OR
                                           CAYMAN ISLANDS BRANCH, as Lead
                                           Managers and Lenders
  
                                           By  /s/  Alka Jain Goyal
                                           Title: Assistant Vice President
  
                                           By  /s/  Ian Stewart
                                           Title: Assistant Vice President
  
                                           ABN-AMRO BANK, as a Lender
  
                                           By  /s/  Larry Kelley
                                           Title: Group Vice President
  
                                           By  /s/  Robert Budnek
                                           Title: Assistant Vice President
  
                                           BANC ONE, as a Lender
  
                                           By  /s/  Glenn T. Campbell
                                           Title: Vice President
  
                                           BANK OF IRELAND, GRAND CAYMAN BRANCH,
                                           as a Lender
  
                                           By  /s/  Roger M. Burns
                                           Title: Vice President
  
                                         36
  DRESDNER BANK, AG, NEW YORK BRANCH AND
                                           GRAND CAYMAN BRANCH, as a Lender
  
                                           By  /s/  Andrew P. Nesi
                                           Title: Vice President
  
                                           By  /s/  B. Craig Erickson
                                           Title: Vice President
  
                                           FIRST AMERICAN NATIONAL BANK, as a
                                           Lender
  
                                           By  /s/  Allison H. Jones
                                           Title: Senior Vice President
  
                                           FIRST UNION NATIONAL BANK OF NORTH
                                           CAROLINA, as a Lender
  
                                           By  /s/  Ann M. Dodd
                                           Title: Senior Vice President
  
                                           FLEET NATIONAL BANK, as a Lender
  
                                           By  /s/  Ginger Stolzenthaler
                                           Title: Vice President
  
                                           MERRILL LYNCH SENIOR FLOATING RATE
                                           FUND, INC., as a Lender
  
                                           By  /s/  R. Douglas Henderson
                                           Title: Authorized Signatory
  
                                         37
  MICHIGAN NATIONAL BANK, as a Lender
  
                                           By  /s/  Lisa Davidson McKinnon
                                           Title: Vice President
  
                                           THE MITSUBISHI TRUST AND BANKING
                                           CORPORATION, CHICAGO BRANCH, as a
                                           Lender
  
                                           By  /s/  Masaaki Yamagishi
                                           Title: Chief Manager
  
                                           FLEET BANK, N.A. successor to NATWEST
                                           BANK N.A., as a Lender
  
                                           By  /s/  Pauline McHugh
                                           Title: Vice President
  
                                           PNC BANK KENTUCKY, INC., as a Lender
  
                                           By  /s/  Kathryn M. Bohr
                                           Title: Vice President
  
                                           RESTRUCTURED OBLIGATIONS BACKED BY
                                           SENIOR ASSETS, B.V., as a Lender
  
                                           By Chancellor LGT Senior Secured
                                           Management Inc. as Portfolio Advisor
  
                                           By  /s/  Stephen M. Alfieri
                                           Title: Managing Director
  
                                         38
  STICHTING RESTRUCTURED OBLIGATIONS
                                           BACKED BY SENIOR ASSETS 2, (ROSA 2),
                                           as a Lender
  
                                           By Chancellor LGT Senior Secured
                                           Management Inc. as Portfolio Advisor
  
                                           By  /s/  Stephen M. Alfieri
                                           Title: Managing Director
  
                                           THE SUMITOMO BANK, LTD., CHICAGO
                                           BRANCH, as a Lender
  
                                           By  /s/  E.B. Buchanan, Jr.
                                           Title: Vice President
  
                                           By  /s/  Diane M. Rhoades
                                           Title: Executive Officer
  
                                           THE SUMITOMO TRUST & BANKING CO., LTD.,
                                           NEW YORK BRANCH, as a Lender
  
                                           By  /s/  Suraj P. Bhatia
                                           Title: Senior Vice President
                                           Manager, Corporate Finance Dept.
  
                                           SUNTRUST BANK, NASHVILLE, N.A., as a
                                           Lender
  
                                           By  /s/  Mark D. Matteson
                                           Title: Vice President
  
                                           UNITED STATES NATIONAL BANK OF OREGON,
                                           as a Lender
  
                                           By  /s/  Chris J. Karlin
                                           Title: Vice President
  
                                         39