Amendment Number 2 to Loan and Security Agreement

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of February 28, 2002, by and among HEALTHMONT, INC., a Tennessee corporation, HEALTHMONT OF GEORGIA, INC., a Tennessee corporation (dba Memorial Hospital of Adel and Memorial Convalescent Center), HEALTHMONT OF TEXAS, INC., a Tennessee corporation, HEALTHMONT OF TEXAS I, LLC, a Tennessee limited liability company (dba Dolly Vinsant Memorial Hospital), HEALTHMONT OF MISSOURI, INC., a Tennessee corporation (dba Callaway County Community Hospital) (collectively, the “Continuing Borrower”), HEALTHMONT OF OREGON I, INC., a Tennessee corporation, HEALTHMONT OF OREGON II, INC., a Tennessee corporation, HEALTHMONT OF OREGON III, INC., a Tennessee corporation (dba Woodland Park Medical Plaza), HEALTHMONT OF OREGON V, LLC, a Tennessee limited liability company (dba Woodland Park Hospital), and HEALTHMONT OF OREGON IV, LLC, a Tennessee limited liability company (dba Eastmoreland Hospital) (collectively, the “Withdrawing Borrower”; the Continuing Borrower and the Withdrawing Borrower are sometimes collectively referred to herein as the “Borrower”), and HELLER HEALTHCARE FINANCE, INC., a Delaware corporation (“Lender”).

A. Pursuant to that certain Loan and Security Agreement dated August 31, 2000 by and among Borrower and Lender (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”), the parties have established certain financing arrangements that allow Borrower to borrow funds from Lender in accordance with the terms and conditions set forth in the Loan Agreement.

B. Borrower now wishes to effect the withdrawal of Withdrawing Borrower as a Borrower under the Loan Agreement, and to make such further amendments as are necessary to effect such transaction.

C. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Loan Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower have agreed to the following amendments to the Loan Agreement.

1. Withdrawal of Withdrawing Borrower. Lender, Continuing Borrower and Withdrawing Borrower agree that Withdrawing Borrower shall no longer be party to the Loan Agreement or the other Loan Documents and will not be bound by any of the conditions, covenants, representations, warranties and other agreements set forth in the Loan Agreement.

2. Other Amendments to Loan Agreement. Section 9.4 shall be deleted in its entirety and substituted with the following language:

“Section 9.4. Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and personally delivered, mailed by registered or certified mail (return receipt requested and postage prepaid), sent by telecopier (with a confirming copy sent by regular mail), or sent by prepaid overnight courier service, and addressed to the relevant party at its address set forth below, or at such other address as such party may, by written notice, designate as its address for purposes of notice under this Agreement:

3. Confirmation of Representations and Warranties. Each of the Continuing Borrowers hereby confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to the Continuing Borrowers, and specifically represents and warrants to Lender that it has good and marketable title to all of its respective Collateral, free and clear of any lien or security interest in favor of any other person or entity.

4. Updated Schedules. As a condition precedent to Lender’s agreement to enter into this Amendment, and in order for this Amendment to be effective, Continuing Borrower shall revise, update and deliver to Lender all Schedules to the Loan Agreement to (a) reflect updated and accurate information with respect to Continuing Borrower, and (b) to update all other information as necessary to make the Schedules previously delivered correct. Continuing Borrower hereby represents and warrants that the information set forth on the attached Schedules is true and correct as of the date of this Agreement. The attached Schedules are hereby incorporated into the Loan Agreement as if originally set forth therein.

5. Costs. In connection with the execution and delivery of this Amendment and the related amendment documents executed and delivered as of the date hereof, Borrower shall unconditionally pay to the Lender a modification fee of $10,000. In addition, Borrower shall be responsible for the payment of all costs of Lender incurred in connection with the preparation of this Amendment, including all reasonable fees of Lender’s in-house counsel. Borrower hereby authorizes Lender to deduct all of such fees set forth in this Section 5 from the proceeds of the next Revolving Credit Loan.

(a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Loan Agreement as amended by this Amendment.

(b) Except as specifically amended above, the Loan Agreement, and all other Loan Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments and agreements executed or delivered in connection with the Loan Agreement.

7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.

8. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9. Counterparts. This Amendment may be executed in counterparts, and both counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.


LENDER:

HELLER HEALTHCARE FINANCE, INC., a Delaware corporation

By:	/s/ JOSEPH PRANDONI	(SEAL)

Name:	JOSEPH PRANDONI
Title:	VICE PRESIDENT

CONTINUING BORROWER:

HEALTHMONT, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President

HEALTHMONT OF GEORGIA, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President

HEALTHMONT OF TEXAS, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President

HEALTHMONT OF MISSOURI, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President


WITHDRAWING BORROWER:

HEALTHMONT OF OREGON I , INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President


HEALTHMONT OF OREGON IV, LLC, a Tennessee limited liability company

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	Chief Manager


If to Borrower:		c/o Healthmont, Inc. 113 Seaboard Lane Suite C-200 Franklin, Tennessee 37067 Attn: President Telephone: (615) 250-7800 Telecopy: (615) 250-7802

If to Lender:		Heller Healthcare Finance, Inc. 2 Wisconsin Circle, Suite 400 Chevy Chase Maryland 20815 Attn: Chief Counsel Telephone: (301) 664-9857 Telecopy: (331) 664-9866”


HEALTHMONT OF TEXAS I, LLC, a Tennessee limited liability company

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	Chief Manager


HEALTHMONT OF OREGON II, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President


HEALTHMONT OF OREGON III, INC., a Tennessee corporation

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	President


HEALTHMONT OF OREGON V, LLC, a Tennessee limited liability company

By:	/s/ TIMOTHY S. HILL	(SEAL)

Name:	Timothy S. Hill
Title:	Chief Manager