PARACELSUS HEALTHCARE CORP, S-1/A, 1996-08-09

PARACELSUS HEALTHCARE CORP
S-1/A, 1996-08-09
GENERAL MEDICAL & SURGICAL HOSPITALS, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1996

REGISTRATION NO. 333-06713
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PARACELSUS HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
CALIFORNIA 8062 95-3565943
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

--------------------------
155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CALIFORNIA 91101
(818) 792-8600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------------
JAMES T. RUSH
VICE PRESIDENT, FINANCE, AND CHIEF FINANCIAL OFFICER
155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CALIFORNIA 91101
(818) 792-8600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------------
COPIES TO:

<TABLE>
<S> <C> <C>
Thomas C. Janson, Jr. Wayne M. Whitaker, Esq. Alison S. Ressler, Esq.
Skadden, Arps, Slate, Meagher & Flom Michener, Larimore, Swindle, Whitaker, Sullivan & Cromwell
300 South Grand Avenue, Suite 3400 Flowers, Sawyer, Reynolds & Chalk, L.L.P. 444 South Flower Street
Los Angeles, California 90071 3500 City Center Tower II Los Angeles, California 90071
(213) 687-5000 301 Commerce Street (213) 955-8000
Fort Worth, Texas 76102
(817) 335-4417
</TABLE>

--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
% Senior Subordinated Notes due 2006..... $325,000,000 $1,000 $325,000,000 $112,069(2)
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.

(2) $94,828 of the fee has been paid previously.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
PARACELSUS HEALTHCARE CORPORATION

CROSS REFERENCE SHEET

REQUIRED BY ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Outside Front Cover Page of Prospectus.
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front and Outside Back Cover Pages of
Prospectus; Available Information.
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors; Company Unaudited
Pro Forma Condensed Combining Financial Statements;
Paracelsus Selected Historical Consolidated
Financial and Operating Data.
4. Use of Proceeds...................................... Use of Proceeds.
5. Determination of Offering Price...................... Not applicable.
6. Dilution............................................. Not applicable.
7. Selling Security Holders............................. Not applicable.
8. Plan of Distribution................................. Underwriting.
9. Description of Securities to Be Registered........... Outside Front Cover Page of Prospectus; Prospectus
Summary; Description of the Notes.
10. Interests of Named Experts and Counsel............... Not applicable.
11. Information with Respect to the Registrant........... Prospectus Summary; Risk Factors; The Merger and
Financing; Use of Proceeds; Capitalization; Company
Unaudited Pro Forma Condensed Combining Financial
Statements; Paracelsus Selected Historical
Consolidated Financial and Operating Data;
Paracelsus Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Champion Selected Historical Consolidated Financial
and Operating Data; Champion Management's Discussion
and Analysis of Financial Condition and Results of
Operations; Business; Management; Executive
Compensation; Certain Relationships and Related
Transactions; Security Ownership of Management and
Certain Beneficial Owners; Description of the Notes;
Available Information; Financial Statements.
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not applicable.
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY
BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE
IN WHICH SUCH OFFER TO SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION, DATED AUGUST 9, 1996

PROSPECTUS
, 1996

$325,000,000

[LOGO]

PARACELSUS HEALTHCARE CORPORATION

% SENIOR SUBORDINATED NOTES DUE 2006

The % Senior Subordinated Notes due 2006 are being offered by Paracelsus
Healthcare Corporation (the "Company") concurrently with the Merger pursuant to
which Champion Healthcare Corporation will become a wholly owned subsidiary of
the Company. Concurrently with the Notes Offering, the Company and certain
selling shareholders of the Company are offering an aggregate of 7,895,000
shares of the Company's common stock in the Equity Offering. Consummation of
each of the Notes Offering and the Equity Offering is contingent upon the
consummation of the Merger; however, neither the Notes Offering nor the Equity
Offering is contingent upon the consummation of the other.

The Notes will mature on , 2006. Interest on the Notes is payable
semi-annually, in arrears, on and of each year, commencing ,
1997. The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after , 2001, at the redemption prices set forth
herein, plus accrued and unpaid interest, if any, to the redemption date. The
Company will not be required to make any mandatory redemption or sinking fund
payments with respect to the Notes prior to maturity; however, in the event of a
Change of Control, the Company will be required to make an offer to purchase the
Notes, at a price equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the purchase date.

The Notes will be general unsecured obligations of the Company, will be
subordinated in right of payment to all existing and future Senior Indebtedness
of the Company, including borrowings under the New Credit Facility, and will
rank PARI PASSU with any 9 7/8% Senior Subordinated Notes due 2003 of Paracelsus
that remain outstanding after completion of the Debt Tender Offer. On a pro
forma basis giving effect to the Merger, the Notes Offering and the Equity
Offering and the application of the net proceeds therefrom, the Notes would have
been subordinated to $152.3 million of the Company's indebtedness at June 30,
1996, of which $143.8 million would have been secured Senior Indebtedness of the
Company, and $8.5 million would have been indebtedness and other obligations of
subsidiaries of the Company.

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT PROSPECTIVE INVESTORS SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN
THE NOTES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS
TO THE DISCOUNTS AND TO THE
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Note........................................ % % %
Total (4)....................................... $ $ $
</TABLE>

(1) PLUS ACCRUED INTEREST, IF ANY, FROM THE DATE OF ISSUANCE.

(2) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SEE "UNDERWRITING."

(3) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY, ESTIMATED AT $1,127,569.

The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters and subject to
various prior conditions, including their right to reject any order in whole or
in part. It is expected that delivery of the Notes will be made in New York, New
York on or about , 1996, against payment in same-day funds.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

BA SECURITIES, INC.

NATIONSBANC CAPITAL MARKETS, INC.
<PAGE>
[INSERT MAP HERE]
DESCRIPTION OF THE MAP ON THE INSIDE FRONT COVER PAGE UNDER THE TITLE OF
"PARACELSUS HEALTHCARE CORPORATION"

The map depicts the United States showing the locations of the Company's
facilities.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

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<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS AND THE DOCUMENTS REFERRED TO HEREIN. UNLESS THE
CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN TO "PARACELSUS" REFER TO
PARACELSUS HEALTHCARE CORPORATION PRIOR TO THE MERGER OF CHAMPION HEALTHCARE
CORPORATION ("CHAMPION") WITH AND INTO A WHOLLY OWNED SUBSIDIARY OF PARACELSUS
(THE "MERGER"). REFERENCES TO THE "COMPANY" REFER TO PARACELSUS AFTER THE MERGER
AND INCLUDE THE COMBINED OPERATIONS OF PARACELSUS AND CHAMPION. IN ADDITION, ALL
REFERENCES TO PROCEEDS TO THE COMPANY FROM THE NOTES OFFERING OR THE OFFERINGS
(EACH AS DEFINED BELOW) AND, EXCEPT AS OTHERWISE PROVIDED, THE OTHER INFORMATION
IN THIS PROSPECTUS ASSUME THE PURCHASE OF $75.0 MILLION PRINCIPAL AMOUNT OF
PARACELSUS' 9 7/8% SENIOR SUBORDINATED NOTES DUE 2003 (THE "EXISTING SENIOR
SUBORDINATED NOTES") IN THE DEBT TENDER OFFER (AS DEFINED BELOW). CERTAIN
STATEMENTS UNDER THIS CAPTION "PROSPECTUS SUMMARY" CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT (THE "REFORM
ACT"). SEE "RISK FACTORS -- FORWARD-LOOKING STATEMENTS."

THE COMPANY

Paracelsus is a leading healthcare company that owns and operates acute care
and specialty hospitals and related healthcare businesses serving selected
markets in the United States. Paracelsus currently owns and operates 18 acute
care hospitals with a total of 1,685 licensed beds in California, Utah,
Tennessee, Texas, Florida, Georgia and Mississippi. Paracelsus' acute care
hospitals provide a broad array of general medical and surgical services on an
inpatient, outpatient and emergency basis. In addition, certain hospitals and
their related facilities offer rehabilitative medicine, substance abuse
treatment, psychiatric care and Acquired Immune Deficiency Syndrome ("AIDS")
care. In California, Paracelsus also owns and operates three psychiatric
hospitals with 218 licensed beds, four skilled nursing facilities with 232
licensed beds and a 60-bed rehabilitative hospital. In addition, Paracelsus owns
and operates 11 home health agencies and 16 medical office buildings adjacent to
certain of its hospitals. For the 12 months ended March 31, 1996 on a pro forma
basis after giving effect to acquisitions and dispositions, Paracelsus would
have had total operating revenues of $516.9 million, Adjusted EBITDA (as defined
below) of $55.8 million and a net loss of $3.1 million. The net loss includes an
unusual charge recorded in March 1996 of $22.4 million (or $13.2 million, net of
taxes) related to the settlement of two lawsuits.

On April 12, 1996, Paracelsus entered into an Agreement and Plan of Merger,
as amended and restated on May 29, 1996 (the "Merger Agreement"), with Champion
pursuant to which Champion will become a wholly owned subsidiary of the Company.
Champion currently owns and operates five acute care hospitals with a total of
722 licensed beds in Utah, Texas and Virginia and owns a 50% interest in, and
operates, a partnership that owns two additional acute care hospitals with a
total of 341 licensed beds in North Dakota under the name "Dakota Heartland
Health System" ("DHHS"). Champion's acute care hospitals generally offer the
same types of services provided by Paracelsus' acute care hospitals. Champion
also owns and operates two psychiatric hospitals with a total of 219 licensed
beds in Missouri and Louisiana. For the 12 months ended March 31, 1996 on a pro
forma basis after giving effect to acquisitions and dispositions, Champion would
have had net revenue of $198.2 million, Adjusted EBITDA of $32.2 million and net
income of $3.9 million.

Following the Merger, the Company will operate 31 hospitals in 11 states,
including 25 acute care hospitals with 2,748 licensed beds, five psychiatric
hospitals with 437 licensed beds and a rehabilitative hospital with 60 licensed
beds. On a pro forma combined basis for the 12 months ended March 31, 1996,
after giving effect to the Offerings, the Company would have had total operating
revenues of $714.8 million, Adjusted EBITDA of $88.1 million and a net loss of
$6.9 million. The net loss includes the unusual charge related to the settlement
of two lawsuits. These pro forma combined results do not give effect to any cost
savings that management believes will be realized as a result of the Merger due
to the combination of the corporate operations of Paracelsus and Champion and
the elimination of certain corporate consulting contracts of Paracelsus. In
addition, the combined entity should benefit

3
<PAGE>
from economies of scale in such areas as purchasing, marketing, information
systems, risk management, acquisitions and development, accounting,
reimbursement, corporate finance and quality assurance.

The Company believes that the Merger represents a unique opportunity to
integrate the operations of two companies that have a complementary portfolio of
hospitals. Upon completion of the Merger, 22 of the 31 hospitals owned or
operated by the Company will be located in markets where a hospital or hospital
network operated by the Company is a preeminent provider. On a pro forma
combined basis (excluding the PHC Salt Lake Hospital (as defined below) and the
two hospitals owned by DHHS), the remaining 19 hospitals would have accounted
for approximately 71% and 89% of the 28 remaining hospitals' operating revenues
and Adjusted EBITDA, respectively, for the 12 months ended March 31, 1996.

Following the Merger, the Company believes that it will be better positioned
to implement its business strategy due to its greater scale and diversity of
operations, expanded geographic presence and enhanced access to the public
capital markets and other financing sources. The Company also believes that it
will benefit from the addition to Paracelsus' management team of three key
Champion executives who, following the Merger, will have primary responsibility
for day to day management of the Company. These Champion executives have an
average of 29 years of hospital industry experience and a proven track record in
operating and growing publicly held hospital companies. Over the past five
years, these executives grew Champion's net revenue at a compounded annual
growth rate of 62.0%, from $24.3 million in 1991 to $167.5 million in 1995,
while improving its Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995
and 19.2% for the three months ended March 31, 1996.

After the Merger, the Company's principal executive offices will be located
at 515 West Greens Road, Suite 800, Houston, Texas 77067. Its telephone number
will be (713) 873-6623.

BUSINESS STRATEGY

The Company's strategic objective is to establish each of its hospitals or
hospital networks as the provider of choice in its market. To accomplish this,
the Company first seeks to establish a presence in geographic locations that are
best suited to developing a preeminent market position. These locations
primarily include small to mid-sized markets with more favorable demographics
and lower levels of penetration by managed care plans and alternative niche
competitors than larger metropolitan areas. Moreover, the competing hospitals in
the Company's target markets frequently will be not-for-profit facilities which
the Company believes have higher cost structures than its hospitals. Second, the
Company focuses on implementing operating strategies developed by the Company
for positioning each of its hospitals or hospital networks as providers of
measurably higher quality and lower cost healthcare services than competing
providers. The key elements of the Company's operating strategies are as
follows:

EXPAND STRATEGICALLY THROUGH SELECTED ACQUISITIONS

INCREASE MARKET PENETRATION

4
<PAGE>
ESTABLISH A COMPETITIVE COST ADVANTAGE

The Company seeks to position each of its hospitals as the low cost provider
in its market by monitoring and controlling fixed and variable operating
expenses. Champion's executives have demonstrated an ability to reduce costs as
indicated by the improvement in Champion's Adjusted EBITDA margins from 9.4% in
1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. Labor
costs are a primary focus of such efforts, and Champion's executives have
reduced salaries, wages and benefits as a percentage of net revenue at
Champion's hospitals (including DHHS) from 38.2% in 1994 to 37.9% in 1995 and
35.4% for the three months ended March 31, 1996. The Company believes that a low
cost provider is better able to succeed in the current healthcare environment by
aggressively pricing its managed care contracts and direct employer arrangements
and by maintaining profitability under fixed payment systems.

IMPLEMENT A COMPETITIVE QUALITY ADVANTAGE

DEVELOP A COMPETITIVE SERVICE ADVANTAGE

REQUIRE LOCAL MANAGEMENT ACCOUNTABILITY

REFINANCINGS IN CONNECTION WITH THE MERGER

The Company has filed a registration statement with respect to 5,200,000
newly-issued shares of common stock, no stated value per share (the "Common
Stock"), that it plans to offer (the "Equity Offering") concurrently with the
offering of Notes made hereby (the "Notes Offering" and, together with the
Equity Offering, the "Offerings"). Certain shareholders of the Company will also
be selling an aggregate of 229,000 shares of Common Stock in connection with the
Equity Offering (1,043,350 if the over-allotment option with respect to the
Common Stock is exercised in full). The Company will not receive any proceeds
from the sale of Common Stock made by such selling shareholders.

The Company currently intends that a portion of the estimated aggregate net
proceeds to the Company from the Offerings of $364.6 million (consisting of
$314.8 million from the Notes Offering and $49.8 million from the Equity
Offering) will be used by Champion to prepay an estimated $170.6 million of
outstanding Champion indebtedness (plus $6.6 million of prepayment premiums) as
of June 30, 1996. The remaining net proceeds to the Company from the Offerings
will be used to reduce outstanding indebtedness under either the existing
Paracelsus credit facility (the "Existing Paracelsus Credit Facility") or the
new credit facility (the "New Credit Facility") that the Company intends to
establish as soon as practicable at or after the effective time of the Merger
(the "Effective Time"), as applicable. In addition, the Company has commenced a
tender offer to purchase up to $75.0 million aggregate principal amount of
outstanding Existing Senior Subordinated Notes for $1,027.50 per $1,000
principal amount of Existing Senior Subordinated Notes (the "Debt Tender
Offer"). The Debt Tender Offer will expire on August 22, 1996 and, as of August
8, 1996, $66.7 million

5
<PAGE>

aggregate principal amount of the Existing Senior Subordinated Notes has been
tendered in the Debt Tender Offer. A portion of the remaining net proceeds from
the Offerings will be used to purchase Existing Senior Subordinated Notes
tendered pursuant to the Debt Tender Offer and to pay consent payments of up to
$1.5 million in the aggregate to be made in connection with the related consent
solicitation to amend the terms of the indenture relating to the Existing Senior
Subordinated Notes. Neither the Notes Offering nor the Equity Offering is
contingent upon the consummation of the other. See "Risk Factors -- Significant
Leverage," "The Merger and Financing" and "Use of Proceeds."

The Company currently intends to refinance as soon as practicable at or
after the Effective Time, through borrowings under the New Credit Facility, all
amounts outstanding under the Existing Paracelsus Credit Facility (the "Credit
Facility Refinancing"). The New Credit Facility will provide for borrowings of
up to $400.0 million, of which $135.9 million would have been outstanding as of
June 30, 1996 on a pro forma basis after giving effect to the Offerings and the
Credit Facility Refinancing and the application of the net proceeds therefrom.

THE NOTES OFFERING

<TABLE>
<S> <C>
SECURITIES OFFERED................ $325,000,000 principal amount of % Senior
Subordinated Notes due , 2006 (the "Notes").
MATURITY DATE..................... , 2006.
INTEREST PAYMENT DATES............ and of each year, commencing , 1997.
OPTIONAL REDEMPTION............... In whole or in part, at any time on or after
, 2001 at the redemption prices set forth
herein, plus accrued and unpaid interest to the
redemption date.
CHANGE OF CONTROL................. Upon a Change of Control, the Company is required to
offer to purchase the Notes at 101% of the principal
amount thereof, plus accrued and unpaid interest to the
purchase date. In addition, in the event that pursuant
to any Change of Control Offer (as defined below) made
in compliance with the Indenture governing the Notes
(the "Indenture") 80% or more of the outstanding Notes
are tendered and accepted for payment by the Company,
then the Company will have the right to redeem all, but
not less than all, of the outstanding Notes not so
tendered in such Change of Control Offer at a redemption
price equal to 101% of the principal amount thereof,
together with accrued and unpaid interest. There can be
no assurance that the Company will be able to repurchase
the Notes in the event of a Change of Control. See "Risk
Factors -- Possible Inability to Repurchase Notes upon a
Change of Control."
RANKING........................... The Notes will be general unsecured obligations of the
Company and will be subordinated in right of payment to
all existing and future Senior Indebtedness of the
Company, including borrowings under the New Credit
Facility. On a pro forma basis giving effect to the
Merger and the Offerings and the application of the net
proceeds therefrom, the Notes would have been
subordinated to $152.3 million of the Company's
indebtedness at June 30, 1996, of which $143.8 million
would have been Senior Indebtedness of the Company, all
of which would have been secured indebtedness, and $8.5
million would have been indebtedness and other
obligations of subsidiaries of the Company. See "The
Merger and Financing," "Capitalization," "Description of
the Notes -- General" and "-- Subordination" and
"Description of the New Credit Facility." In addition,
upon the consummation of the
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
Credit Facility Refinancing and Offerings, the Company
expects to have available $264.1 million of unused
borrowing capacity under the New Credit Facility (before
reduction of $9.7 million for commitments outstanding
under letters of credit), all of which will be permitted
to be borrowed under the Indenture in accordance with
the terms thereof. Borrowings under the New Credit
Facility will be secured by a lien on certain collateral
owned by the Company and its subsidiaries. The Notes
will be effectively subordinated to all indebtedness and
other obligations of subsidiaries of the Company, which,
on a pro forma basis giving effect to the Merger and the
Offerings and the application of the net proceeds
therefrom, would have been $8.5 million at June 30,
1996. The Notes will rank PARI PASSU with any Existing
Senior Subordinated Notes that remain outstanding after
completion of the Debt Tender Offer. See "Company
Unaudited Pro Forma Condensed Combining Financial
Statements."
CERTAIN COVENANTS................. The Indenture will contain certain covenants, including,
but not limited to, covenants limiting: (i) the
incurrence by the Company and its subsidiaries of
additional indebtedness; (ii) certain restricted
payments, including the payment of dividends on and the
redemption of capital stock by the Company; (iii) the
creation of liens securing indebtedness; (iv)
restrictions on the ability of subsidiaries to pay
dividends, make certain payments and transfer property
to the Company; (v) transactions with affiliates; (vi)
the sale of assets; (vii) the entry into a new line of
business; and (viii) the Company's ability to
consolidate or merge with or into, or to transfer all or
substantially all of its assets to, another person.
USE OF PROCEEDS BY THE COMPANY.... The aggregate net proceeds to the Company from the
Offerings are estimated to be $364.6 million (consisting
of $314.8 million from the Notes Offering and $49.8
million from the Equity Offering). The Company intends
that a portion of the net proceeds from the Offerings
will be used by Champion to prepay an estimated $170.6
million of outstanding Champion indebtedness (plus $6.6
million of prepayment premiums) as of June 30, 1996. The
remaining estimated net proceeds of $187.4 million will
be used to purchase up to $75.0 million aggregate
principal amount of outstanding Existing Senior
Subordinated Notes pursuant to the Debt Tender Offer
(plus approximately $3.9 million of tender and consent
fees and other related expenses) and to reduce
outstanding indebtedness under the Existing Paracelsus
Credit Facility or the New Credit Facility, as
applicable. See "Use of Proceeds."
</TABLE>

For definitions of certain capitalized terms used herein, see "Description
of the Notes."

RISK FACTORS

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT PROSPECTIVE INVESTORS SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN
THE NOTES OFFERED HEREBY.

7
<PAGE>
SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OPERATING DATA

The Summary Unaudited Pro Forma Financial and Operating Data set forth below
have been derived from the Company Unaudited Pro Forma Condensed Combining
Financial Statements included elsewhere in this Prospectus. The Summary
Unaudited Pro Forma Financial and Operating Data reflect the effect of the
consummation of the Offerings, in each case as if such transactions had occurred
at the beginning of each period presented for purposes of the pro forma income
statement and operating data and on March 31, 1996 for purposes of the pro forma
balance sheet data. The Summary Unaudited Pro Forma Financial and Operating Data
set forth below also give effect to the Merger and the acquisitions and
dispositions completed by Paracelsus and Champion since the beginning of each of
the periods presented. All references in the Summary Unaudited Pro Forma
Financial and Operating Data and in this Prospectus to share and per share data
with respect to the Common Stock reflect the 66,159.426-for-one stock split to
be effected prior to the Merger.

The Summary Unaudited Pro Forma Financial and Operating Data set forth below
and the Company Unaudited Pro Forma Condensed Combining Financial Statements
included elsewhere herein do not purport to present the financial position or
results of operations of the Company had the transactions and events assumed
therein occurred on the dates specified, nor are they necessarily indicative of
the results of operations that may be expected in the future. The Summary
Unaudited Pro Forma Financial and Operating Data set forth below is qualified in
its entirety by reference to, and should be read in conjunction with, the
Company Unaudited Pro Forma Condensed Combining Financial Statements included
elsewhere in this Prospectus.

The Company currently intends to adopt a December 31 year end. Paracelsus
currently reports its financial information on the basis of a September 30
fiscal year. Champion currently reports its financial information on the basis
of a December 31 year. The Summary Unaudited Pro Forma Financial and Operating
Data for the fiscal year ended September 30, 1995 includes Paracelsus'
historical results of operations for the fiscal year ended September 30, 1995
and Champion's historical results of operations for the year ended December 31,
1995. The Summary Unaudited Pro Forma Financial and Operating Data for the six
months ended March 31, 1995 and 1996 includes Paracelsus' and Champion's
historical results of operations for the same six-month periods. The Summary
Unaudited Pro Forma Balance Sheet Data includes the historical balance sheets of
Paracelsus and Champion as of March 31, 1996. See "The Merger and Financing,"
"Company Unaudited Pro Forma Condensed Combining Financial Statements,"
"Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial
Statements," "Paracelsus Unaudited Pro Forma Condensed Combining Financial
Statements" and "Champion Unaudited Pro Forma Condensed Combining Statements of
Income and Unaudited Historical Condensed Balance Sheet."

8
<PAGE>
SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OPERATING DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED ------------------------------
SEPTEMBER 30, 1995 1995 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Total operating revenues (1)..................................... $ 696,899 $ 347,240 $ 368,555
Costs and expenses:
Salaries and benefits........................................ 288,075 148,207 155,927
Supplies..................................................... 70,828 35,785 34,717
Purchased services........................................... 85,990 39,615 47,543
Provision for bad debts...................................... 55,616 27,004 27,845
Other operating expenses..................................... 117,911 57,419 59,328
Depreciation and amortization................................ 32,362 15,703 17,502
Interest..................................................... 37,989 19,310 19,644
Equity in earnings of DHHS (2)............................... (8,881) (2,363) (6,609)
Restructuring and unusual charges (3)........................ 4,177 -- --
Settlement costs (4)......................................... -- -- 22,356
---------- --------------- -------------
Total costs and expenses................................. 684,067 340,680 378,253
---------- --------------- -------------
Income (loss) before minority interests and income taxes......... 12,832 6,560 (9,698)
Minority interests............................................... (1,927) (1,204) (1,072)
---------- --------------- -------------
Income (loss) before income taxes................................ 10,905 5,356 (10,770)
Income taxes (benefit)........................................... 4,561 3,181 (3,873)
---------- --------------- -------------
Net income (loss) (5)............................................ $ 6,344 $ 2,175 $ (6,897)
---------- --------------- -------------
---------- --------------- -------------
Income (loss) per share (5)...................................... $ 0.11 $ 0.04 $ (0.13)
---------- --------------- -------------
---------- --------------- -------------
Weighted average number of common and common equivalent shares
outstanding..................................................... 55,524 55,527 52,201
---------- --------------- -------------
---------- --------------- -------------
OPERATING DATA:
Adjusted EBITDA (6).............................................. $ 85,433 $ 40,369 $ 48,732
Adjusted EBITDA margin........................................... 12.3% 11.6% 13.2%
Capital expenditures (7)......................................... $ 62,553 $ 18,170 $ 21,388
Ratio of Adjusted EBITDA to interest expense..................... 2.2x 2.1x 2.5x
Ratio of net debt to Adjusted EBITDA (8)......................... -- -- 4.3x
</TABLE>

<TABLE>
<CAPTION>
AS OF
MARCH 31, 1996
<S> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 8,819
Working capital........................................... 112,167
Total assets.............................................. 842,388
Total debt................................................ 389,016
Shareholders' equity...................................... 260,197
</TABLE>

- ------------------------------
(1) Includes pro forma interest income of $2,375, $1,429 and $1,144 for the
fiscal year ended September 30, 1995 and the six months ended March 31, 1995
and 1996, respectively.
(2) Champion operates DHHS pursuant to an operating agreement and accounts for
its investment in DHHS under the equity method. DHHS began operations on
December 31, 1994.
(3) Restructuring and unusual charges consisted of special bonuses of $4,177 (or
$0.04 per share, net of taxes) paid to certain executive officers of
Paracelsus.
(4) Settlement costs of $22,356 (or $0.25 per share, net of taxes) consisted of
settlement payments, legal fees and the write-off of certain accounts
receivable in connection with the settlement of two lawsuits.

(5) Without giving effect to the Equity Offering, net income (loss) would have
been $5,775, $2,175 and $(7,867) for the fiscal year ended September 30,
1995 and the six months ended March 31, 1995 and 1996, respectively. For the
same periods, income (loss) per share would have been $0.11, $0.04 and
$(0.17), respectively. At March 31, 1996, pro forma total debt and
shareholders' equity would have been $436,387 and $210,362, respectively.

(6) "Adjusted EBITDA" represents income before income taxes, depreciation and
amortization, interest, cumulative effect of accounting change,
restructuring and unusual charges, settlement costs, gains (losses) from
disposal of facilities and extraordinary items. While Adjusted EBITDA is not
a substitute for operating cash flows determined in accordance with
generally accepted accounting principles, it is a commonly used tool for
measuring a company's ability to service debt.
(7) Includes capital expenditures for special construction projects at BayCoast
Medical Center and Westwood Medical Center of $38,047, $9,449 and $10,496
for the fiscal year ended September 30, 1995 and the six months ended March
31, 1995 and 1996, respectively.
(8) Represents pro forma total debt outstanding less cash and cash equivalents
as of March 31, 1996 divided by pro forma Adjusted EBITDA of $88,104 for the
12 months ended March 31, 1996.

9
<PAGE>
RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN
ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE MAKING AN
INVESTMENT IN THE NOTES OFFERED HEREBY. CERTAIN STATEMENTS UNDER THIS CAPTION
"RISK FACTORS" CONSTITUTE "FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE
"-- FORWARD-LOOKING STATEMENTS."

SIGNIFICANT LEVERAGE

As of June 30, 1996, as adjusted on a pro forma basis to give effect to the
Merger and the Offerings, the Company's total indebtedness, including the
current portion of long-term indebtedness and capital lease obligations, would
have been $484.5 million, which represents 65% of its total capitalization. See
"Capitalization." In addition, upon consummation of the Offerings and the Credit
Facility Refinancing, the Company expects to have $264.1 million of available
credit under the New Credit Facility (before reduction of $9.7 million for
commitments outstanding under letters of credit), all of which will be permitted
to be borrowed under the New Credit Facility and the Indenture in accordance
with their respective terms. On a pro forma basis, after giving effect to the
Merger and the Offerings and the application of the net proceeds therefrom, the
Company's earnings would have been insufficient to cover fixed charges by $9.7
million for the six months ended March 31, 1996. The pro forma earnings
deficiency is primarily the result of an unusual charge recorded in March 1996
of $22.4 million related to the settlement of two lawsuits. See "Company
Unaudited Pro Forma Condensed Combining Financial Statements." The Company
believes that cash flows from operations will be sufficient to meet debt service
requirements for interest and scheduled payments of principal under the Notes,
the New Credit Facility and the Company's other indebtedness. However, there can
be no assurance that the Company will be able to generate the cash flows
necessary to permit the Company to meet such debt service requirements.

The Company expects that the New Credit Facility will include covenants that
prohibit or limit, among other things, the sale of assets, the making of
acquisitions and other investments, the incurrence of additional debt and liens
and the payment of dividends, and that require the Company to maintain a minimum
consolidated net worth and to comply with certain financial ratio tests. See
"Description of the New Credit Facility." In addition, the Indenture will
include covenants that limit, among other things, the ability of the Company and
its subsidiaries to incur additional indebtedness, make prepayments of certain
indebtedness, pay dividends or redeem capital stock, create certain liens, sell
certain assets, engage in certain transactions with affiliates, engage in
certain mergers and consolidations and enter a new line of business. See
"Description of the Notes -- Certain Covenants." The Company's failure to comply
with any of these covenants could result in an event of default, thereby
permitting acceleration of such indebtedness as well as indebtedness under other
instruments that contain cross-acceleration or cross-default provisions,
including the New Credit Facility and the Indenture, which in turn could have a
material adverse effect on the Company's financial condition and results of
operations. See "Description of the New Credit Facility."

The degree to which the Company is leveraged and the covenants described
above may adversely affect the Company's ability to finance its future
operations and could limit its ability to pursue business opportunities that may
be in the interest of the Company and its security holders. In particular,
changes in medical technology, existing, proposed and future legislation,
regulations and the interpretation thereof, and the increasing importance of
managed care contracts and integrated healthcare delivery systems may require
significant investment in facilities, equipment, personnel or services. Although
the Company expects that cash generated from operations and amounts available
under the New Credit Facility will be sufficient to allow it to make such
investments, there can be no assurance that the Company will be able to obtain
the funds necessary to make such investments. Furthermore, tax-exempt or
government-owned competitors have certain financial advantages such as
endowments, charitable contributions, tax-exempt financing and exemption from
sales, property and income taxes not available to the Company, providing them
with a potential competitive advantage in making such investments.

10
<PAGE>
SUBORDINATION; HOLDING COMPANY STRUCTURE

The Notes will be subordinated in right of payment to all existing and
future Senior Indebtedness of the Company. On a pro forma basis after giving
effect to the Merger and the Offerings and the application of the net proceeds
therefrom, the Notes would have been subordinated to $152.3 million of the
Company's indebtedness at June 30, 1996 ($202.1 million without giving effect to
the Equity Offering), of which $143.8 million would have been Senior
Indebtedness of the Company ($193.6 million without giving effect to the Equity
Offering), all of which would have been secured indebtedness. In addition, upon
the consummation of the Offerings and the Credit Facility Refinancing, the
Company expects to have available $264.1 million of unused borrowing capacity
under the New Credit Facility (before reduction for approximately $9.7 million
for commitments outstanding under letters of credit), all of which will be
permitted to be borrowed under the New Credit Facility and the Indenture in
accordance with their respective terms. All indebtedness incurred under the New
Credit Facility will constitute Senior Indebtedness and will be secured. In
addition, the Indenture limits the amount of indebtedness that may be incurred
by the Company; however, to the extent that the Indenture permits additional
indebtedness to be incurred, it does not limit the amount of such indebtedness
that may be senior to the Notes. See "Description of the Notes."

The Company generally may not pay the principal of, premium, if any, or
interest on, the Notes or repurchase, redeem or otherwise retire any Notes if
any obligation in respect of any Senior Indebtedness has not been paid when due
or any other default on Senior Indebtedness occurs and the maturity of such
Senior Indebtedness is accelerated in accordance with its terms, unless, in
either case, the default has been cured or waived, any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full. In addition,
if any other default exists with respect to certain Senior Indebtedness and
certain other conditions are satisfied, the Company may not make any payment on
the Notes for a designated period of time. Upon any payment or distribution of
the assets of the Company upon a total or partial dissolution of the Company or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company, the holders of Senior Indebtedness will be entitled to
receive payment in full before the holders of the Notes are entitled to receive
any payment. See "Description of the Notes -- Subordination."

Borrowings under the New Credit Facility will be secured by a first priority
lien on the capital stock of most of the Company's significant subsidiaries. The
Notes will be unsecured. If the Company becomes insolvent or is liquidated, or
if its indebtedness is accelerated, the lenders under the New Credit Facility
will be entitled to payment in full from the proceeds of their security prior to
any payment to holders of the Notes. In such event, it is possible that there
would be no assets remaining from which claims of the holders of Notes could be
satisfied or, if any assets remain, such assets may be insufficient to satisfy
fully such claims. See "Description of the New Credit Facility."

The Notes will also be effectively subordinated to all existing and future
liabilities of the Company's subsidiaries. As of June 30, 1996, on a pro forma
basis after giving effect to the Merger and the Offerings and the application of
the net proceeds therefrom, the amount of all indebtedness and other obligations
of the Company's subsidiaries would have been $8.5 million of the $152.3 million
of the Company's indebtedness to which the Notes would have been effectively
subordinated. Substantially all of the Company's operations are conducted, and
substantially all of the Company's assets are owned, by its subsidiaries. As a
consequence, the Company's ability to make required principal and interest
payments with respect to the Company's indebtedness, including the Notes,
depends on the earnings of its subsidiaries and its ability to receive funds
from such subsidiaries through dividends or other payments. The Notes are
obligations of the Company only, and the Company's subsidiaries are not
obligated or required to pay any amounts due pursuant to the Notes or to make
funds available therefor in the form of dividends or advances to the Company.
Any right of the Company to participate in any distribution of the assets of any
of the Company's subsidiaries upon the liquidation, reorganization or insolvency
of such subsidiary (and the consequent right of the holders of the Notes to
participate in those assets) will be subject to the claims of the creditors
(including trade creditors) and preferred shareholders, if any, of such
subsidiary, except to the extent the Company has a claim

11
<PAGE>
against such subsidiary as a creditor of such subsidiary. In addition, in the
event that claims of the Company as a creditor of such subsidiary are
recognized, such claims would be subordinate to any security interest in the
assets of such subsidiary and any indebtedness of such subsidiary senior to that
held by the Company. However, the ability of the Company and its subsidiaries to
incur certain obligations in the future is limited by certain of the restrictive
covenants contained in the New Credit Facility and in the Indenture. See
"Description of the Notes" and "Description of the New Credit Facility."

COMPETITION

The healthcare industry has been characterized in recent years by increased
competition for patients and quality staff physicians, excess inpatient capacity
at hospitals, a shift from inpatient to outpatient settings and increased
consolidation. The principal factors contributing to these trends are advances
in medical technology, cost-containment efforts by managed care plans, employers
and traditional health insurers, changes in regulations and reimbursement
policies, increases in the number and type of physicians and competing
healthcare providers and changes in physician practice patterns.

The Company's future success will depend, in part, on the ability of the
Company's hospitals to continue to attract quality physicians, to enter into
managed care contracts and to organize and structure integrated healthcare
delivery systems with other healthcare providers and physician practice groups.
Most of the Company's hospitals compete with other hospitals which provide
comparable services. Some of these hospitals may have significantly greater
financial resources than the Company and some offer a wider range of services
than those offered by the Company's hospitals. Some of these hospitals are owned
by governmental agencies that may be supported by Federal and/or state funding
and others by tax exempt entities supported by endowments and charitable
contributions, which support is not available to the Company's hospitals. The
competitive position of the Company is also affected by the growth of managed
care organizations, including health maintenance organizations ("HMOs"),
preferred provider organizations ("PPOs") and other purchasers of group
healthcare services. Such managed care organizations negotiate with hospitals
and other healthcare providers to obtain discounts from established charges. The
Company's ability to compete for managed care business in the future will
depend, in part, on its ability to operate profitably in a capitated payment or
negotiated price environment. There can be no assurance that the Company's
hospitals will be able, on terms favorable to the Company, to attract quality
physicians to their staffs, to enter into managed care contracts or to organize
and structure integrated healthcare delivery systems for which other healthcare
companies (including those with greater financial resources or a wider range of
services) may be competing.

Payor organizations have changed their payment methodologies and have
increased their monitoring of the utilization of services, which has resulted
in, among other things, a significant shift from inpatient to outpatient care.
This shift from inpatient to outpatient care, which typically results in more
cost effective care, has also resulted in substantial unused inpatient hospital
capacity and a concurrent increase in the utilization of outpatient services and
outpatient revenues. Partially as a result of these changes in the industry,
there has been significant consolidation in the hospital industry over the past
decade and many hospitals have closed, merged with a competitor or reduced their
services. While the Company has added to its outpatient services, there can be
no assurance that such additions will adequately compensate for the shift away
from inpatient services. Although the occupancy rates and facility utilization
for the Company's acute care facilities have remained fairly stable over the
last three fiscal years, a number of the foregoing factors could cause the
Company to experience a decrease in occupancy rates or overall facility
utilization. The Company cannot predict with any degree of certainty the effect
such changes or reforms or further changes or reforms might have on the business
of the Company, and no assurance can be given that such changes or reforms will
not have a material adverse effect on the Company's financial condition or
results of operations.

12
<PAGE>
BUSINESS EXPANSION

The Company's ability to compete successfully for managed care contracts or
to form or participate in integrated healthcare delivery systems may depend
upon, among other things, the Company's ability to increase the number of its
facilities and services offered. Part of the Company's business strategy is to
expand its facilities and services through the acquisition of hospitals, other
healthcare businesses and ancillary healthcare providers and recruitment of
additional physicians. There can be no assurance that suitable acquisitions, for
which other healthcare companies (including those with greater financial
resources than the Company) may be competing, can be accomplished on terms
favorable to the Company or that financing, if necessary, can be obtained for
such acquisitions. See "-- Significant Leverage." In addition, there can be no
assurance that the Company will be able to operate profitably any hospital
facility, business or other asset it may acquire, effectively integrate the
operations of such acquisitions or otherwise achieve the intended benefits of
such acquisitions.

LIMITS ON REIMBURSEMENT

The Company's hospitals are licensed under applicable state law and
certified as providers under the Federal Medicare program and state Medicaid
programs, from which the Company derived in total approximately 58% and 60% of
its combined historical gross operating revenues for the fiscal year ended
September 30, 1995, and the six months ended March 31, 1996, respectively. Such
programs are highly regulated and subject to frequent and substantial changes.
In recent years, basic changes in Medicare reimbursement programs have resulted,
and are expected to continue to result, in reduced levels of reimbursement for a
substantial portion of hospital procedures and costs. In addition, further
changes are anticipated that are likely to result in further limitations on
reimbursement levels. There can be no assurance that reimbursement will continue
to be available for those procedures and costs of the Company currently
reimbursed by Medicare and Medicaid. See "Business -- Medicare, Medicaid and
Other Revenue."

In addition, private payors, including managed care payors, increasingly are
demanding discounted fee structures or the assumption by healthcare providers of
all or a portion of the financial risk of delivering healthcare to their members
through prepaid capitation arrangements. Inpatient utilization, admissions and
occupancy rates continue to be negatively affected by payor-required pre-
admission authorization and utilization review and by payor pressure to
substitute less expensive outpatient and alternative healthcare services for
inpatient procedures for less acutely ill patients. See "-- Competition." In
addition, efforts to impose reduced allowances, greater discounts and more
stringent cost controls by government and other payors are expected to continue.
These changes could adversely affect the Company's financial condition and
results of operations. In particular, as the number of patients covered by
managed care payors increases, significant limits on the scope of services
reimbursed and on reimbursement rates and fees could have a material adverse
effect on the Company's financial condition and results of operations.

EXTENSIVE REGULATION

The healthcare industry is subject to extensive Federal, state and local
regulation relating to licensing, conduct of operations, ownership of
facilities, addition of facilities and services and prices for services. In
particular, Medicare and Medicaid antifraud and abuse amendments codified under
Section 1128B(b) of the Social Security Act (the "Antifraud Amendments")
prohibit certain business practices and relationships that might affect the
provision and cost of healthcare services reimbursable under Medicare and
Medicaid. Sanctions for violating the Antifraud Amendments include criminal
penalties and civil sanctions, including fines and possible exclusion from the
Medicare and Medicaid programs. Pursuant to the Medicare and Medicaid Patient
and Program Protection Act of 1987, the Department of Health and Human Services
("HHS") has issued regulations that describe some of the conduct and business
relationships permissible under the Antifraud Amendments (the "Safe Harbors").
The fact that a given business arrangement does not fall within a Safe Harbor
does not render the arrangement PER SE illegal. Business arrangements of
healthcare service providers that fail to satisfy the applicable Safe Harbor
criteria, however, risk increased scrutiny by enforcement authorities.

13
<PAGE>
The Company has joint ventures with physician investors that are subject to
regulation under the Antifraud Amendments. None of such joint ventures falls
within any of the Safe Harbors. Under the Company's joint venture arrangements,
physician investors are not and will not be under any obligation to refer or
admit their patients, including Medicare or Medicaid beneficiaries, to receive
services at the Company's facilities, nor are distributions to those physician
investors contingent upon or calculated with reference to referrals by the
investors. On the basis thereof, the Company does not believe the ownership of
interests in or receipt of distributions from the Company's joint ventures would
be construed to be knowing and willful payments to the physician investors to
induce them to refer patients in violation of the Antifraud Amendments. There
can be no assurance, however, that government officials charged with
responsibility for enforcing the prohibitions of the Antifraud Amendments will
not assert that one or more of the Company's joint ventures is in violation of
such provisions. To date, none of the Company's current joint ventures has been
reviewed by any governmental authority for compliance with the Antifraud
Amendments. See "Business -- Regulation and Other Factors -- Other Federal
Statutes and Regulations."

In addition, Section 1877 of the Social Security Act was amended effective
January 1, 1995 (such amendments being hereinafter referred to as "Stark II") to
broaden significantly the scope of prohibited physician referrals under the
Medicare and Medicaid programs to providers with which they have financial
arrangements. Many states have adopted or are considering legislative proposals
similar to Stark II, some of which extend beyond the Medicaid program to all
healthcare services. The Company's participation in and development of joint
ventures and other financial arrangements with physicians could be adversely
affected by these amendments and similar state enactments. See "Business --
Regulation and Other Factors -- Other Federal Statutes and Regulations" and "--
State Statutes and Regulations."

Certificates of need ("CONs"), which are issued by certain state
governmental agencies with jurisdiction over healthcare facilities, are at times
required for the construction of new facilities, the expansion of old
facilities, capital expenditures exceeding a prescribed amount, changes in bed
capacity or services and certain other matters. The Company operates facilities
in seven states that require state approval under CON programs. No assurance can
be given that the Company will be able to obtain additional CONs in any
jurisdiction where such CONs are required. See "Business -- Regulation and Other
Factors -- Certificate of Need Requirements."

The Company is unable to predict the future course of Federal, state and
local regulation or legislation, including Medicare and Medicaid statutes and
regulations. Changes in the regulatory framework could have a material adverse
effect on the Company's financial condition and results of operations.

HEALTHCARE REFORM LEGISLATION

In recent years, an increasing number of legislative initiatives have been
introduced or proposed in Congress and in state legislatures that would effect
major changes in the healthcare system, either nationally or at the state level.
Among the proposals under consideration are price controls on hospitals,
insurance market reforms to increase the availability of group health insurance
to small businesses, requirements that all businesses offer health insurance
coverage to their employees and the creation of a government health insurance
plan or plans that would cover all citizens. There continue to be efforts at the
Federal level to introduce various insurance market reforms, expanded fraud and
abuse and anti-referral legislation and further reductions in Medicare and
Medicaid reimbursement. A broad range of both similar and more comprehensive
healthcare reform initiatives is likely to be considered at the state level. In
an effort to reduce the Federal budget deficit, Congress is considering
reductions to Medicaid spending that could reduce payments to the Company's
hospitals for services provided to Medicaid recipients, including, among others,
payments to teaching hospitals and hospitals providing a disproportionate amount
of care to indigent patients. A reduction in these payments could adversely
affect the Company's total operating revenues and operating margins. It is
uncertain what action Congress or state legislatures may take or if any such
action would become law.

14
<PAGE>
The Company cannot predict whether any of the above proposals or any other
proposals will be adopted, and, if adopted, no assurance can be given that the
implementation of such legislation will not have a material adverse effect on
the Company's financial condition or results of operations.

DEPENDENCE ON KEY PERSONNEL AND PHYSICIANS

The Company's operations are dependent on the efforts, ability and
experience of its key executive officers. In addition, the Company's continued
growth depends on its ability to attract and retain skilled employees, on the
ability of its officers and key employees to manage growth successfully and on
the Company's ability to attract and retain quality physicians and management
teams at its facilities. Further, since physicians generally control the
majority of hospital admissions, the success of the Company is, in part,
dependent upon the number, specialties and quality of physicians on its
hospitals' medical staffs, most of whom have no long-term contractual
relationship with the Company and may terminate their association with the
Company's hospitals at any time. No assurance can be given that the loss of some
or all of these key executive officers or an inability to attract or retain
sufficient numbers of qualified physicians or hospital management teams will not
have a material adverse effect on the Company's financial condition or results
of operations.

CONCENTRATION OF OPERATIONS

Of the 31 hospital facilities to be operated by the Company after
consummation of the Merger, five will be located in the Salt Lake City
metropolitan area. On a pro forma combined basis, excluding the effect of the
Company's acquisition of assets relating to FHP Hospital, a 125-bed acute care
hospital, and its surrounding campus, in Salt Lake City (the "PHC Salt Lake
Hospital"), these hospitals would have accounted for 25% and 34% of the
Company's total hospital operating revenues and Adjusted EBITDA, respectively,
for the 12 months ended March 31, 1996. The Company expects that total hospital
operating revenues and Adjusted EBITDA anticipated to be received by the Company
in connection with the operation of PHC Salt Lake Hospital will further increase
the contribution of the Utah operations to the Company's total hospital
operating revenues and Adjusted EBITDA. See "Business -- Recent Transactions."
The Company's management believes that its strategy of acquiring hospitals in
the Salt Lake City area will enhance its ability to compete for managed care
contracts and organize and structure an integrated healthcare delivery system in
that market, although there can be no assurance that such strategy will be
successful. In addition, the Company has eight hospitals in the Los Angeles
metropolitan area, a competitive and overbedded environment. On a pro forma
combined basis, these hospitals would have accounted for 23% and 9% of the
Company's total hospital operating revenues and Adjusted EBITDA, respectively,
for the 12 months ended March 31, 1996. The Company may be particularly
sensitive to economic, competitive and regulatory conditions in these
metropolitan areas, and the future success of the Company may be substantially
affected by its ability to compete effectively in these markets.

PROFESSIONAL LIABILITY INSURANCE

As is typical in the healthcare industry, the Company is subject to claims
and legal actions by patients and others in the ordinary course of business. In
the past, the Company established self-insurance programs and related trust
funds for the settlement of claims not covered by third-party insurance. In
October 1992, the Company established an insurance subsidiary to insure the
Company and its other subsidiaries against liability for future general
liability and malpractice claims. Such subsidiary insures the Company's
hospitals for the first $500,000 per occurrence of general and professional
liability risks occurring after October 1, 1987 and the first $250,000 per
occurrence of workers' compensation liability risks occurring after October 1,
1992. Although management expects that the Company's self-insurance and
related-party insurance, together with its third-party insurance coverage, will
be adequate to provide for liability claims, there can be no assurance that such
insurance will prove to be adequate.

POSSIBLE INABILITY TO REPURCHASE NOTES UPON A CHANGE OF CONTROL

In the event of a Change of Control, the Company will be required to offer
to purchase the Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest to

15
<PAGE>

the purchase date. The terms of the New Credit Facility will prohibit the
Company from repurchasing Notes upon the occurrence of a Change of Control.
Accordingly, the Company may not be able to satisfy its obligations to
repurchase the Notes unless the Company is able to refinance or obtain waivers
with respect to the New Credit Facility and certain other indebtedness. There
can be no assurance that the Company will have the financial resources necessary
to purchase all of the Notes tendered by the holders thereof in the event of a
Change of Control, particularly if such Change of Control requires the Company
to refinance, or results in the acceleration of, the New Credit Facility or any
other indebtedness. See "Description of the Notes" and "Description of the New
Credit Facility."

LACK OF PUBLIC MARKET

The Notes are a new issue of securities with no established trading markets.
The Underwriters (as defined below) have advised the Company that each of them
currently intends to make a market in the Notes as permitted by applicable laws
and regulations. However, the Underwriters are under no obligation to do so and
may discontinue any market making activities at any time at the sole discretion
of each Underwriter. There can be no assurance as to the liquidity of any market
that may develop for the Notes, the ability of holders to sell their Notes or
the price at which holders would be able to sell their Notes. If a trading
market does not develop or is not maintained, holders of the Notes may
experience difficulty in reselling them or may be unable to sell them at all. If
a trading market for the Notes develops, the Notes may trade at a discount from
their principal amount. Future trading prices of the Notes will depend on many
factors, including prevailing interest rates, the Company's operating results,
factors relating to the healthcare market generally and the market for similar
securities. The Company does not intend to apply for listing of the Notes on any
securities exchange.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, including without
limitation statements containing the words "believes," "anticipates," "intends,"
"expects" and words of similar import, constitute "forward-looking statements"
within the meaning of the Reform Act. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company or industry results
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions, both
nationally and in the regions in which the Company operates; industry capacity;
demographic changes; existing government regulations and changes in, or the
failure to comply with, government regulations; legislative proposals for
healthcare reform; the ability to enter into managed care provider arrangements
on acceptable terms; changes in Medicare and Medicaid reimbursement levels;
liability and other claims asserted against the Company; competition; the loss
of any significant customers; changes in business strategy or development plans;
the ability to attract and retain qualified personnel, including physicians; the
significant indebtedness of the Company after the Merger; the availability and
terms of capital to fund the expansion of the Company's business, including the
acquisition of additional facilities; and other factors referenced in this
Prospectus. Certain of these factors are discussed in more detail elsewhere in
this Prospectus, including without limitation under the captions "Prospectus
Summary," "Risk Factors," "Paracelsus Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Champion Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business." GIVEN THESE UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.

16
<PAGE>
THE MERGER AND FINANCING

THE MERGER; PARACELSUS STOCK SPLIT

On April 12, 1996, Paracelsus, PC Merger Sub, Inc., a Delaware corporation
and a newly formed wholly owned subsidiary of Paracelsus, and Champion entered
into the Merger Agreement pursuant to which Champion will become a wholly owned
subsidiary of Paracelsus. Prior to the Effective Time, each of the 450 issued
and outstanding shares of Common Stock will be split into, and each share will
become and thereafter represent, 66,159.426 shares of Common Stock (the
"Paracelsus Stock Split"). At the Effective Time, as a result of the Merger, (i)
each share of Champion common stock (the "Champion Common Stock") will
automatically be converted into the right to receive one share of Common Stock
and (ii) each share of Champion preferred stock (the "Champion Preferred Stock"
and, together with the Champion Common Stock, the "Champion Capital Stock") will
automatically be converted into the right to receive two shares of Common Stock.
Approval of the Merger requires (i) the affirmative vote of the holders of a
majority of the total voting power represented by the outstanding shares of
Champion Capital Stock, voting together as a single class, (ii) the affirmative
vote of the holders of at least 90% of the outstanding shares of Champion Series
C Cumulative Convertible Preferred Stock, voting as a separate class and (iii)
the affirmative vote of the holders of at least 90% of the outstanding shares of
Champion Series D Cumulative Convertible Preferred Stock, voting together as a
separate class. The holders of all of the outstanding shares of Champion
Preferred Stock, which in the aggregate represent approximately 26% of the total
voting power of the outstanding shares of Champion Capital Stock, have entered
into an agreement with Champion to vote all shares of Champion Preferred Stock
beneficially owned by them in favor of the Merger.

PARACELSUS DIVIDEND PRIOR TO EFFECTIVE TIME

Prior to the Effective Time, Paracelsus will declare a dividend (the
"Dividend") in the amount of approximately $21.1 million, plus $3,574 for each
day from and including July 31, 1996 to the date the Dividend is paid, payable
to Park Hospital GmbH, a German corporation wholly owned by Dr. Manfred George
Krukemeyer, the Chairman of the Board and principal shareholder of the Company
(the "Paracelsus Shareholder"), to be paid on a date not later than 60 days
after the Effective Time.

Pursuant to the dividend and note agreement between the Paracelsus
Shareholder and Paracelsus (the "Dividend and Note Agreement") to be entered
into immediately prior to the Effective Time, the Paracelsus Shareholder will
agree to purchase promptly after receipt of the Dividend a 6.51% subordinated
note due 2006 of Paracelsus (the "Shareholder Subordinated Note") for $7.2
million. The Shareholder Subordinated Note will have a term of 10 years, will
bear interest at the rate of 6.51% per year and will provide for payments of
principal and accrued interest in an aggregate annual amount of $1.0 million.
The Shareholder Subordinated Note will be generally subordinated in right of
payment to: (i) all "senior indebtedness" as defined in the indenture with
respect to the Existing Senior Subordinated Notes (including without limitation
the New Credit Facility); (ii) the Existing Senior Subordinated Notes, to the
extent outstanding; (iii) the Notes and any other indebtedness ranking PARI
PASSU with the Notes and/or refinancing indebtedness; and (iv) any other
indebtedness for borrowed money with an initial principal amount in excess of
$50.0 million that is designated by the Company as ranking senior to the
Shareholder Subordinated Note.

CREDIT FACILITY REFINANCING

In connection with the Merger and the Credit Facility Refinancing, the
Company has received commitments for the New Credit Facility with Bank of
America National Trust and Savings Association ("Bank of America NT&SA"), as
Administrative Agent, Banque Paribas, as Documentation Agent, and NationsBank of
Texas, N.A. ("NationsBank"), as Managing Agent, and a syndicate of other lenders
and intends to consummate the Credit Facility Refinancing at or as soon as
practicable after the Effective Time. The New Credit Facility will provide for
borrowings of up to $400.0 million. The Company currently intends to refinance,
through borrowings under the New Credit Facility, all amounts outstanding under
the Existing Paracelsus Credit Facility. At June 30, 1996, the balance
outstanding under the Existing Paracelsus Credit Facility was approximately
$198.0 million. The

17
<PAGE>
Merger is not conditioned upon the closing of the Credit Facility Refinancing.
However, if the Credit Facility Refinancing is not consummated, Champion and
Paracelsus may be required to obtain certain consents and waivers under their
respective existing credit facilities in order to consummate the Merger. The
failure to obtain such consents and waivers may be deemed to give rise to a
default thereunder and perhaps cause other defaults under the outstanding
obligations of Champion and Paracelsus. There can be no assurance that such
consents and waivers, if required, would be obtained. Although the Company
currently intends to consummate the Credit Facility Refinancing concurrently
with or promptly following the consummation of the Notes Offering, unless the
context otherwise requires, all references in this Prospectus to the Company's
indebtedness assume that the Credit Facility Refinancing has not occurred and
that the Existing Paracelsus Credit Facility is in effect. See "Risk Factors --
Significant Leverage."

FINANCING PLAN

The following sets forth as of June 30, 1996 the pro forma sources and uses
of funds raised in the Offerings, assuming (i) $325,000,000 aggregate principal
amount of Notes are sold by the Company in the Notes Offering at 100% of their
principal amount and (ii) 5,200,000 newly issued shares of Common Stock are
offered and sold by the Company in the Equity Offering at a public offering
price of $10.25 per share.

<TABLE>
<CAPTION>
(IN THOUSANDS)

<S> <C>
SOURCES OF FUNDS
Notes Offering.................................................................................... $ 325,000
Equity Offering................................................................................... 53,300
--------------
Total..................................................................................... $ 378,300
--------------
--------------
USE OF FUNDS
Existing Paracelsus Credit Facility/New Credit Facility (1)....................................... $ 108,599
Existing Senior Subordinated Notes................................................................ 75,000
Tender and consent fees and other related expenses for
Existing Senior Subordinated Notes............................................................... 3,938
Champion Credit Facility (as defined below)....................................................... 65,600
Champion Series D Notes (as defined below)........................................................ 59,258
Champion Series E Notes (as defined below)........................................................ 35,000
Certain other Champion indebtedness............................................................... 10,697
Prepayment premiums on Champion indebtedness...................................................... 6,555
Estimated fees and expenses (2)................................................................... 13,653
--------------
Total..................................................................................... $ 378,300
--------------
--------------
</TABLE>

- ------------------------

(1) After giving effect to the Offerings and the application of net proceeds
therefrom, $131.9 million would have been outstanding under the Existing
Paracelsus Credit Facility as of June 30, 1996 on a pro forma basis. After
giving effect to the Credit Facility Refinancing, this amount would be
$135.9 million (assuming fees and expenses to effect the Credit Facility
Refinancing of $4.0 million.)

(2) Includes estimated underwriting discounts and commissions and other
estimated expenses of the Company in connection with the Offerings.

18
<PAGE>
USE OF PROCEEDS

The Company intends that a portion of the estimated aggregate net proceeds
to the Company of $314.8 million from the Notes Offering and $49.8 million from
the Equity Offering, in each case after deducting estimated expenses and
underwriting discounts and commissions, will be loaned or contributed to
Champion to be used to prepay the following Champion indebtedness as of June 30,
1996: (i) $65.6 million outstanding under Champion's existing credit facility
(the "Champion Credit Facility") (which currently bears interest at the weighted
average rate of 8.6% per annum and matures on March 31, 1999); (ii) $59.3
million outstanding principal amount of Champion's 11% Series D Subordinated
Notes due December 31, 2003 (the "Champion Series D Notes"), plus prepayment
premiums equal to 6% of the face value of such notes; (iii) $35.0 million
outstanding principal amount of Champion's 11% Series E Senior Subordinated
Notes due December 31, 2003 (which currently bears interest at the rate of 11.5%
per annum) (the "Champion Series E Notes" and, together with the Champion Series
D Notes, the "Champion Notes"), plus prepayment premiums equal to 6% of the face
value of such notes; and (iv) $10.7 million principal amount of certain other
outstanding Champion indebtedness (which currently bears interest at the rate of
13.05% per annum and matures on November 1, 2008), plus aggregate prepayment
premiums equal to approximately $900,000. The estimated remaining aggregate net
proceeds to the Company of $187.4 million from the Offerings will be used (i) to
purchase up to $75.0 million aggregate principal amount of outstanding Existing
Senior Subordinated Notes pursuant to the Debt Tender Offer, and pay consent
fees and other related expenses of approximately $3.9 million and (ii) to reduce
outstanding indebtedness under the Existing Paracelsus Credit Facility or the
New Credit Facility, as applicable. Consummation of the Notes Offering is not
contingent upon the Equity Offering, and there can be no assurance as to whether
or when the Equity Offering will be consummated. In the event that the Equity
Offering is not consummated, the net proceeds of the Notes Offering will be
sufficient to refinance the Champion indebtedness described above, however the
Company will have more debt outstanding and less borrowing capacity available
under the Existing Paracelsus Credit Facility or New Credit Facility, as
applicable. See "Capitalization."

19
<PAGE>
CAPITALIZATION

The following table sets forth the cash and cash equivalents, short-term
debt and capitalization of the Company at March 31, 1996 (i) as adjusted to give
effect to the Merger and (ii) as further adjusted to give effect to the
Offerings and the application of the net proceeds therefrom, in each case as if
such transactions had occurred on March 31, 1996. The Notes Offering is not
contingent upon the consummation of the Equity Offering. See "The Merger and
Financing" and "Use of Proceeds."

<TABLE>
<CAPTION>
ADJUSTED FOR
THE MERGER
ADJUSTED AND THE
FOR THE OFFERINGS
MERGER (1)
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents (2)......................................................... $ 8,819 $ 8,819
----------- ------------
----------- ------------
Short-term debt (including current maturities of long-term debt)...................... $ 3,292 $ 2,464
----------- ------------
----------- ------------
Long-term debt and capital lease obligations (net of current maturities):
Existing Paracelsus Credit Facility (3)............................................. $ 137,109 $ 34,036
Champion Credit Facility............................................................ 66,200 --
Mortgages payable, notes and capitalized leases..................................... 37,596 27,516
Existing Senior Subordinated Notes (4).............................................. 75,000 --
Notes offered hereby................................................................ -- 325,000
Champion Series D Notes (5)......................................................... 63,705 --
Champion Series E Notes (6)......................................................... 34,371 --
----------- ------------
Total long-term debt.............................................................. 413,981 386,552
----------- ------------
Shareholders' equity:
Preferred Stock, $0.01 par value (7)................................................ -- --
Common stock, no stated value (8)................................................... 173,370 223,205
Common stock subscribed (80,000 shares)............................................. 40 40
Common stock subscription receivable................................................ (40) (40)
Additional paid-in capital.......................................................... 390 390
Unrealized gains on marketable securities........................................... 42 42
Retained earnings................................................................... 44,566 36,560
----------- ------------
Total shareholders' equity........................................................ 218,368 260,197
----------- ------------
Total capitalization............................................................ $ 632,349 $ 646,749
----------- ------------
----------- ------------
</TABLE>

- --------------------------

(1) Without giving effect to the Equity Offering, amounts outstanding under the
Existing Paracelsus Credit Facility, total long-term debt, common stock and
total shareholders' equity would be $83,871, $436,387, $173,370 and
$210,362, respectively.

(2) As of June 30, 1996, combined historical cash and cash equivalents was
$15,175.

(3) Does not reflect an aggregate of $103,373 of net additional borrowings by
the Company between March 31, 1996 and June 30, 1996 under the Existing
Paracelsus Credit Facility, $86,750 of which was incurred to fund a portion
of the $22,356 in settlement costs and the acquisition of the PHC Salt Lake
Hospital assets for $70,000 in cash. There are no operating results relating
to the acquired PHC Salt Lake Hospital assets included in this Prospectus.
The remaining $11,017 of net additional borrowings included $10,441 to
reduce amounts outstanding under the accounts receivable financing program.
Such additional borrowings will be refinanced as part of the Credit Facility
Refinancing. See "Paracelsus Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations" and
"Business -- Recent Transactions."

(4) To the extent Existing Senior Subordinated Notes are not tendered or
purchased pursuant to the Debt Tender Offer, the Company will reduce its
borrowings under the Existing Paracelsus Credit Facility or the New Credit
Facility, as applicable.

(5) Does not reflect a $4,447 reduction in borrowings as a result of certain
warrant holders tendering Champion Series D Notes to exercise such warrants.

(6) Net of discount of approximately $629.

(7) As adjusted for the Merger, 25,000,000 shares authorized and 1,500,000
shares designated as "Participating Preferred Stock."

(8) As adjusted for the Merger, 150,000,000 shares authorized and 49,447,167
shares issued; and as further adjusted for the Equity Offering, 150,000,000
shares authorized and 54,647,167 shares issued.

20
<PAGE>
COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS

The Company Unaudited Pro Forma Condensed Combining Financial Statements set
forth below have been derived from the Paracelsus and Champion Unaudited Pro
Forma Condensed Combining Financial Statements included elsewhere in this
Prospectus. The Company Unaudited Pro Forma Condensed Combining Financial
Statements reflect the effect of the consummation of each of the Offerings, in
each case as if such transactions had occurred at the beginning of each period
presented for purposes of the pro forma income statements and on March 31, 1996
for purposes of the pro forma balance sheet data. The Company Unaudited Pro
Forma Condensed Combining Financial Statements also give effect to the Merger
and the acquisitions and dispositions by each of Paracelsus and Champion
completed since the beginning of each of the periods presented.

The Company currently intends to adopt a December 31 year end. Paracelsus
currently reports its financial information on the basis of a September 30
fiscal year. Champion currently reports its financial information on the basis
of a December 31 year. The Company Unaudited Pro Forma Condensed Combining
Statement of Income for the fiscal year ended September 30, 1995 includes
Paracelsus' historical results of operations for the fiscal year ended September
30, 1995 and Champion's historical results of operations for the year ended
December 31, 1995. The Company Unaudited Pro Forma Condensed Combining Statement
of Income for the six months ended March 31, 1995 and 1996 includes Paracelsus'
and Champion's historical results of operations for the same six-month periods.
The Company Unaudited Pro Forma Condensed Combining Balance Sheet includes the
historical balance sheets of Paracelsus and Champion as of March 31, 1996.

The Company Unaudited Pro Forma Condensed Combining Financial Statements set
forth below and the Paracelsus and Champion Unaudited Pro Forma Condensed
Combining Financial Statements, the Paracelsus Unaudited Pro Forma Condensed
Combining Financial Statements and the Champion Unaudited Pro Forma Condensed
Combining Statements of Income included elsewhere herein do not purport to
present the financial position or results of operations of Paracelsus and
Champion had the transactions and events assumed therein occurred on the dates
specified, nor are they necessarily indicative of the results of operations that
may be expected in the future. The Company Unaudited Pro Forma Condensed
Combining Financial Statements set forth below are qualified in their entirety
by reference to, and should be read in conjunction with, the Paracelsus and
Champion Unaudited Pro Forma Condensed Combining Financial Statements, the
Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements and the
Champion Unaudited Pro Forma Condensed Combining Statements of Income and
Unaudited Historical Condensed Balance Sheet included elsewhere in this
Prospectus. See "Risk Factors -- Significant Leverage," "The Merger and
Financing," "Paracelsus Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Champion Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business --
Recent Transactions."

21
<PAGE>
COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
FOR THE FOR THE
PRO FORMA ADJUSTMENTS MERGER ADJUSTMENTS MERGER
FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE
MERGER OFFERING OFFERING OFFERING OFFERINGS
<S> <C> <C> <C> <C> <C>
Total operating revenues....................... $ 696,899 $ 696,899 $ 696,899
Costs and expenses:
Salaries and benefits........................ 288,075 288,075 288,075
Supplies..................................... 70,828 70,828 70,828
Purchased services........................... 85,990 85,990 85,990
Provision for bad debts...................... 55,616 55,616 55,616
Other operating expenses..................... 117,911 117,911 117,911
Depreciation and amortization................ 31,635 $ 727(1) 32,362 32,362
Interest..................................... 36,803 2,150(2) 38,953 $ (964)(5) 37,989
Equity in earnings of DHHS................... (8,881) (8,881) (8,881)
Restructuring and unusual charges............ 4,177 4,177 4,177
----------- ------------- ------------- ------ -------------
Total costs and expenses....................... 682,154 2,877 685,031 (964) 684,067
----------- ------------- ------------- ------ -------------
Income before minority interests and income
taxes......................................... 14,745 (2,877) 11,868 964 12,832
Minority interests............................. (1,927) (1,927) (1,927)
----------- ------------- ------------- ------ -------------
Income before income taxes..................... 12,818 (2,877) 9,941 964 10,905
Income taxes................................... 5,346 (1,180)(3) 4,166 395(3) 4,561
----------- ------------- ------------- ------ -------------
Net income..................................... $ 7,472 $ (1,697) $ 5,775 $ 569 $ 6,344
----------- ------------- ------------- ------ -------------
----------- ------------- ------------- ------ -------------
Income per share............................... $ 0.15 $ 0.11 $ 0.11
----------- ------------- -------------
----------- ------------- -------------
Weighted average number of common and common
equivalent shares outstanding................. 50,324 50,324 5,200(5) 55,524
----------- ------------- ------ -------------
----------- ------------- ------ -------------
Ratio of earnings to fixed charges (4)......... 1.3x 1.3x 1.3x
----------- ------------- -------------
----------- ------------- -------------
</TABLE>

See notes to Company unaudited pro forma condensed combining financial
statements.

22
<PAGE>
COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
FOR THE FOR THE
PRO FORMA ADJUSTMENTS MERGER ADJUSTMENTS MERGER
FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE
MERGER OFFERING OFFERING OFFERING OFFERINGS
<S> <C> <C> <C> <C> <C>
Total operating revenues....................... $ 347,240 $ 347,240 $ 347,240
Costs and expenses:
Salaries and benefits........................ 148,207 148,207 148,207
Supplies..................................... 35,785 35,785 35,785
Purchased services........................... 39,615 39,615 39,615
Provision for bad debts...................... 27,004 27,004 27,004
Other operating expenses..................... 57,419 57,419 57,419
Depreciation and amortization................ 15,338 $ 365(1) 15,703 15,703
Interest..................................... 17,099 2,211(2) 19,310 19,310
Equity in earnings of DHHS................... (2,363) (2,363) (2,363)
----------- ------------- ------------- -------------
Total costs and expenses....................... 338,104 2,576 340,680 340,680
----------- ------------- ------------- -------------
Income before minority interests
and income taxes.............................. 9,136 (2,576) 6,560 6,560
Minority interests............................. (1,204) (1,204) (1,204)
----------- ------------- ------------- -------------
Income before income taxes..................... 7,932 (2,576) 5,356 5,356
Income taxes................................... 4,237 (1,056)(3) 3,181 3,181
----------- ------------- ------------- -------------
Net income..................................... $ 3,695 $ (1,520) $ 2,175 $ 2,175
----------- ------------- ------------- -------------
----------- ------------- ------------- -------------
Income per share............................... $ 0.07 $ 0.04 $ 0.04
----------- ------------- -------------
----------- ------------- -------------
Weighted average number of common and common
equivalent shares outstanding................. 50,327 50,327 5,200(5) 55,527
----------- ------------- ------ -------------
----------- ------------- ------ -------------
Ratio of earnings to fixed charges (4)......... 1.4x 1.3x 1.3x
----------- ------------- -------------
----------- ------------- -------------
</TABLE>

See notes to Company unaudited pro forma condensed combining financial
statements.

23
<PAGE>
COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
FOR THE ADJUSTMENTS FOR THE
PRO FORMA ADJUSTMENTS MERGER FOR THE MERGER
FOR THE FOR THE NOTES AND THE NOTES EQUITY AND THE
MERGER OFFERING OFFERING OFFERING OFFERINGS
<S> <C> <C> <C> <C> <C>
Total operating revenues............................. $ 368,555 $ 368,555 $ 368,555
Costs and expenses:
Salaries and benefits.............................. 155,927 155,927 155,927
Supplies........................................... 34,717 34,717 34,717
Purchased services................................. 47,543 47,543 47,543
Provision for bad debts............................ 27,845 27,845 27,845
Other operating expenses........................... 59,328 59,328 59,328
Depreciation and amortization...................... 17,137 $ 365(1) 17,502 17,502
Interest........................................... 19,686 1,602(2) 21,288 $ (1,644)(5) 19,644
Equity in earnings of DHHS......................... (6,609) (6,609) (6,609)
Settlement costs................................... 22,356 22,356 22,356
----------- ------------- ------------- ------------- -------------
Total costs and expenses............................. 377,930 1,967 379,897 (1,644) 378,253
----------- ------------- ------------- ------------- -------------
Loss before minority interests
and income taxes.................................... (9,375) (1,967) (11,342) 1,644 (9,698)
Minority interests................................... (1,072) (1,072) (1,072)
----------- ------------- ------------- ------------- -------------
Loss before income taxes............................. (10,447) (1,967) (12,414) 1,644 (10,770)
Income tax benefit................................... (3,741) (806)(3) (4,547) 674(3) (3,873)
----------- ------------- ------------- ------------- -------------
Net loss............................................. $ (6,706) $ (1,161) $ (7,867) $ 970 $ (6,897)
----------- ------------- ------------- ------------- -------------
----------- ------------- ------------- ------------- -------------
Loss per share....................................... $ (0.14) $ (0.17) $ (0.13)
----------- ------------- -------------
----------- ------------- -------------
Weighted average number of common and common
equivalent shares outstanding....................... 47,001 47,001 5,200(5) 52,201
----------- ------------- ------------- -------------
----------- ------------- ------------- -------------
Ratio of earnings to fixed charges (4)............... -- -- --
----------- ------------- -------------
----------- ------------- -------------
</TABLE>

See notes to Company unaudited pro forma condensed combining financial
statements.

24
<PAGE>
COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
PRO FORMA ADJUSTMENTS FOR THE MERGER ADJUSTMENTS FOR THE MERGER
FOR THE FOR THE NOTES AND THE NOTES FOR THE EQUITY AND THE
MERGER OFFERING OFFERING OFFERING OFFERINGS
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 8,819 $ 325,000(6) $ 8,819 $ 49,835(5) $ 8,819
(325,000)(6) (49,835)(5)
Marketable securities...................... 10,051 10,051 10,051
Accounts receivable, less allowance for
uncollectibles............................ 136,422 136,422 136,422
Supplies................................... 13,524 13,524 13,524
Deferred income taxes...................... 47,630 5,564(7) 53,194 53,194
Other current assets....................... 7,687 7,687 7,687
----------- ----------------- -------------- -------------- --------------
Total current assets..................... 224,133 5,564 229,697 -- 229,697
Property and equipment, net of accumulated
depreciation................................ 400,828 400,828 400,828
Investment in DHHS........................... 52,118 52,118 52,118
Other assets................................. 151,737 8,008(1) 159,745 159,745
----------- ----------------- -------------- -------------- --------------
Total assets............................. $ 828,816 $ 13,572 $ 842,388 $ -- $ 842,388
----------- ----------------- -------------- -------------- --------------
----------- ----------------- -------------- -------------- --------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current
liabilities............................... $ 115,066 $ 115,066 $ 115,066
Current maturities of long-term debt....... 3,292 $ (828)(6) 2,464 2,464
----------- ----------------- -------------- --------------
Total current liabilities................ 118,358 (828) 117,530 117,530
Long-term debt and capital lease
obligations................................. 413,981 22,406(6) 436,387 $ (49,835)(5) 386,552
Deferred income taxes........................ 47,590 47,590 47,590
Other long-term liabilities.................. 30,519 30,519 30,519
Shareholders' equity......................... 218,368 (8,006)(7) 210,362 49,835(5) 260,197
----------- ----------------- -------------- -------------- --------------
Total liabilities and shareholders'
equity.................................. $ 828,816 $ 13,572 $ 842,388 $ -- $ 842,388
----------- ----------------- -------------- -------------- --------------
----------- ----------------- -------------- -------------- --------------
</TABLE>

See notes to Company unaudited pro forma condensed combining financial
statements.

25
<PAGE>
NOTES TO COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS

(1) To record the pro forma increase in amortization of deferred financing
costs as a result of the $325,000,000 Notes Offering. The Notes are assumed
to have a term of 10 years, with deferred financing costs and estimated
expenses assumed to equal approximately $10,188,000. Deferred financing
costs are assumed capitalized in long-term assets and amortized over the
term of the Notes. The pro forma increase in long-term assets is net of
approximately $2,180,000 in deferred financing cost associated with the
Existing Senior Subordinated Notes, which are assumed written off in
connection with the repurchase of such Existing Senior Subordinated Notes
pursuant to the Debt Tender Offer (see Note 7). The following table
summarizes the pro forma changes in amortization of deferred financing
costs:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED --------------------
SEPTEMBER 30, 1995 1995 1995
------------------ --------- ---------
<S> <C> <C> <C>
Notes................................................... $ 1,019 $ 510 $ 510
Less Existing Senior Subordinated Notes................. (292) (145) (145)
------- --------- ---------
Pro forma adjustment to amortization expense........ $ 727 $ 365 $ 365
------- --------- ---------
------- --------- ---------
</TABLE>

See "Risk Factors -- Significant Leverage" and "The Merger and Financing."

(2) To record a pro forma net increase in interest expense in connection with
the Notes Offering. The Unaudited Pro Forma Condensed Combining Statements
of Income assume that the Notes have an annual interest rate of 10% and
that net proceeds from the Notes Offering are used to pay the following:
(i) the Champion Notes, including prepayment premiums equal to 6% of the
face value of the Champion Notes; (ii) amounts outstanding under the
Champion Credit Facility; (iii) the pro forma increases in the Champion
Credit Facility as reflected in Champion Unaudited Pro Forma Condensed
Combining Statements of Income included elsewhere herein; (iv) amounts
outstanding under certain other Champion indebtedness; (v) the Existing
Senior Subordinated Notes, including tender and consent fees and other
related expenses estimated to total approximately 5.25% of the face value
of the Existing Senior Subordinated Notes; and (vi) to the extent funds are
available, actual and pro forma amounts outstanding under the Existing
Paracelsus Credit Facility as reflected in the Paracelsus Unaudited Pro
Forma Condensed Combining Statements of Income and the Paracelsus and
Champion Unaudited Pro Forma Condensed Combining Statements of Income
included elsewhere herein (items (i) through (vi), the "Old Debt Amounts").
The Old Debt Amounts averaged approximately $327,012,000 for the fiscal
year ended September 30, 1995, and approximately $308,366,000 and
$382,082,000 for the six months ended March 31, 1995 and 1996,
respectively. If the assumed interest rates increased by 0.25%, interest
expense would increase by $812,500 for the fiscal year ended September 30,
1995 and $406,250 for the six months ended March 31, 1995 and 1996.

(3) To reflect the pro forma provision for income taxes at the effective rate
of 41%.

(4) For purposes of computing the ratio of earnings to fixed charges, earnings
include income before fixed charges, provision for Federal and state income
taxes and minority interests. Fixed charges consist of interest expense,
including amortization of financing costs and the interest component of
capitalized leases and that portion of operating lease expense which the
Company believes is representative of the interest component of rental
expense. For the six months ended March 31, 1996, after giving effect to
the Merger, the Notes Offering and the Equity Offering, combined pro forma
earnings were inadequate to cover fixed charges by $9,375,000, $11,342,000
and $9,698,000, respectively.

26
<PAGE>
NOTES TO COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(5) To reflect the consummation of the Equity Offering and the application of
the estimated net proceeds of $49,835,000 therefrom to reduce outstanding
indebtedness under the Existing Paracelsus Credit Facility. On a pro forma
basis, after application of estimated net proceeds of $314,812,000 from the
issuance of the Notes, amounts outstanding under the Existing Paracelsus
Credit Facility averaged approximately $12,200,000 and $67,270,000 for the
fiscal year ended September 30, 1995 and the six months ended March 31,
1996, respectively. No amounts were assumed outstanding for the six months
ended March 31, 1995 on a pro forma basis.

(6) To reflect the pro forma sources and uses of cash in connection with the
Notes Offering as of March 31, 1996, summarized as follows (in thousands):

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
TO CASH TO DEBT
<S> <C> <C>
Notes offered hereby.............................................. $ 325,000 $ 325,000
----------- ------------
-----------
Uses:
Existing Paracelsus Credit Facility, including pro forma
amounts........................................................ $ 53,238 $ (53,238)
Existing Senior Subordinated Notes.............................. 75,000 (75,000)
Estimated fees and expenses --
Existing Senior Subordinated Notes............................. 3,938
Champion Credit Facility........................................ 66,200 (66,200)
Champion Series D Notes......................................... 63,705 (63,705)
Champion Series E Notes......................................... 35,000 (35,000)
Certain other Champion indebtedness............................. 10,908 (10,908)
Financing cost -- Notes......................................... 10,188
Prepayment premiums on Champion Notes and other Champion
indebtedness................................................... 6,823
Unamortized discount on Champion Notes.......................... 629
----------- ------------
Pro forma adjustment -- total uses.............................. $ 325,000 (303,422)
----------- ------------
-----------
Net pro forma adjustment to long-term debt, ($(828) - Current;
$22,406 - Long-term)........................................... $ 21,578
------------
------------
</TABLE>

27
<PAGE>
NOTES TO COMPANY UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(7) To record the effect on shareholders' equity for the extraordinary loss
from early extinguishment of debt and the related deferred tax assets at
the effective rate (41%) resulting from the following Notes
Offering-related events (in thousands):

<TABLE>
<S> <C> <C>
Prepayment premiums on Champion Notes and other
Champion debt....................................... $ 6,823
Estimated fees and expenses --
Existing Senior Subordinated Notes.................. 3,938
Deferred financing costs --
Existing Senior Subordinated Notes.................. 2,180
Unamortized discount on Champion Notes............... 629
-----------
Total.............................................. 13,570 $ 13,570
Income tax benefit at the effective rate............. 41%
-----------
Pro forma adjustment to current deferred tax
assets.............................................. $ 5,564 (5,564)
----------- -----------
-----------
Pro forma adjustment to shareholders' equity for
the extraordinary loss from early extinguishment
of debt (a)......................................... $ 8,006
-----------
-----------
</TABLE>

- ------------------------------

(a) Extraordinary loss from early extinguishment of debt has not been reflected
in the Unaudited Pro Forma Condensed Statements of Income for the periods
presented. After giving effect to the Merger and the Offerings, pro forma
loss per share would have been as follows if such loss had been reflected in
the Unaudited Pro Forma Condensed Combining Statements of Income:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED --------------------
SEPTEMBER 30, 1995 1995 1996
<S> <C> <C> <C>
Loss per share............................................ $ (0.03) $ (0.11) $ (0.29)
-------- --------- ---------
-------- --------- ---------
</TABLE>

28
<PAGE>
PARACELSUS SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following tables set forth selected historical financial data and other
operating information for Paracelsus for the five fiscal years ended September
30, 1995 and for the six months ended March 31, 1995 and 1996. The selected
historical financial data for the five fiscal years ended September 30, 1995 has
been derived from the audited consolidated financial statements of Paracelsus
and from the underlying accounting records of Paracelsus. The selected
historical financial information for the six months ended March 31, 1995 and
1996 has been derived from the unaudited condensed consolidated financial
statements of Paracelsus and reflects all adjustments (consisting of normal
recurring adjustments) that, in the opinion of the management of Paracelsus, are
necessary for a fair presentation of such information. Operating results for the
six months ended March 31, 1996 are not necessarily indicative of the results
that may be expected for fiscal 1996. All information set forth below should be
read in conjunction with "Paracelsus Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the consolidated
financial statements and related notes of Paracelsus included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS
FISCAL YEARS ENDED SEPTEMBER 30, ENDED MARCH 31,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total operating revenues (1)..................... $ 366,959 $ 411,211 $ 435,102 $ 507,864 $ 509,729 $ 252,356 $ 260,590
Costs and expenses:
Salaries and benefits.......................... 150,053 163,970 174,849 209,772 209,672 108,575 113,162
Supplies....................................... 26,229 31,110 34,245 42,890 40,780 21,432 19,363
Purchased services............................. 43,657 50,801 48,951 55,078 58,113 28,118 34,174
Provision for bad debts........................ 19,493 25,784 26,629 33,110 39,277 19,283 20,191
Other operating expenses....................... 83,088 95,438 100,287 114,096 99,777 46,730 46,906
Depreciation and amortization.................. 11,808 12,833 14,587 16,565 17,276 8,734 7,972
Interest....................................... 12,043 10,496 10,213 12,966 15,746 7,652 7,685
Restructuring and unusual charges (2).......... -- -- -- -- 5,150 -- --
Settlement costs (3)........................... -- -- -- -- -- -- 22,356
--------- --------- --------- --------- --------- --------- ---------
Total costs and expenses......................... 346,371 390,432 409,761 484,477 485,791 240,524 271,809
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before minority interests, income
taxes, cumulative effect of accounting change
and extraordinary loss.......................... 20,588 20,779 25,341 23,387 23,938 11,832 (11,219)
Minority interests (4)........................... (2,697) (3,393) (2,683) (2,517) (1,927) (1,204) (1,072)
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before income taxes, cumulative
effect of accounting change and extraordinary
loss............................................ 17,891 17,386 22,658 20,870 22,011 10,628 (12,291)
Income taxes (benefit)........................... 7,337 7,128 10,196 8,567 9,024 4,357 (5,040)
--------- --------- --------- --------- --------- --------- ---------
Income (loss) before cumulative effect of
accounting change and extraordinary loss........ 10,554 10,258 12,462 12,303 12,987 6,271 (7,251)
Cumulative effect of accounting change (5)....... 4,377 -- -- -- -- -- --
Extraordinary loss (6)........................... -- -- -- (497) -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)................................ $ 14,931 $ 10,258 $ 12,462 $ 11,806 $ 12,987 $ 6,271 $ (7,251)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Ratio of earnings to fixed charges (7)........... 2.4x 2.5x 2.8x 2.2x 2.1x 2.1x --

OPERATING DATA:
Adjusted EBITDA (8).............................. $ 41,205 $ 42,025 $ 47,458 $ 50,401 $ 51,157 $ 27,014 $ 25,722
Adjusted EBITDA margin........................... 11.2% 10.2% 10.9% 9.9% 10.0% 10.7% 9.9%
Capital expenditures............................. $ 12,398 $ 15,695 $ 14,676 $ 14,342 $ 15,835 $ 5,322 $ 7,123
</TABLE>

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, AS OF MARCH 31,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................. $ 2,972 $ 773 $ 1,204 $ 1,452 $ 2,949 $ 2,107 $ 3,149
Working capital............................ 30,040 67,381 41,355 62,860 60,381 67,649 73,415
Total assets............................... 267,785 288,924 296,097 330,001 344,632 342,113 368,216
Total debt................................. 122,306 120,004 104,548 117,718 121,728 125,940 144,661
Shareholder's equity....................... 68,039 77,466 88,714 97,515 104,949 102,149 96,365
</TABLE>

29
<PAGE>
(1) Total operating revenues were comprised of patient revenue (net of
contractual adjustments) and other revenue, including gains (losses) from
disposal of facilities of $537, $(1,310) and $9,026 for the fiscal years
ended September 30, 1991, 1992 and 1995, respectively.

(2) Restructuring and unusual charges in 1995 consisted of (i) a $973 charge for
employee severance benefits and contract termination costs related to the
closure of Bellwood Health Center psychiatric facility and (ii) special
bonuses of $4,177 paid to certain executive officers for services provided.

(3) Settlement costs of $22,356 in the six months ended March 31, 1996 consisted
of settlement payments, legal fees and the write-off of certain accounts
receivable in connection with the settlement of two lawsuits.

(4) Represents the participation of physicians or physician groups in the
profits of Paracelsus' majority-owned joint venture arrangements.

(5) Paracelsus adopted the liability method of accounting for income taxes in
its financial statements for the fiscal year ended September 30, 1991. The
cumulative effect of adopting the liability method for periods prior to
October 1, 1991 resulted in a benefit of $4,377.

(6) Represents an extraordinary loss of $497 (net of income tax benefit) as a
result of the early extinguishment of debt.

(7) For purposes of computing the ratio of earnings to fixed charges, earnings
include income before fixed charges, provision for Federal and state income
taxes, minority interests, extraordinary loss and cumulative effect of
accounting change. Fixed charges consist of interest expense, including
amortization of financing costs and the interest component of capitalized
leases and that portion of operating lease expense which Paracelsus
management believes is representative of the interest component of rental
expense. Earnings were inadequate to cover fixed charges by $11,219 for the
six months ended March 31, 1996.

(8) Adjusted EBITDA represents income before income taxes, depreciation and
amortization, interest, cumulative effect of accounting change,
restructuring and unusual charges, settlement costs, gains (losses) from
disposal of facilities and extraordinary items. While Adjusted EBITDA is not
a substitute for operating cash flows determined in accordance with
generally accepted accounting principles, it is a commonly used tool for
measuring a company's ability to service debt.

30
<PAGE>
PARACELSUS MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CERTAIN STATEMENTS UNDER THIS CAPTION "PARACELSUS MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" CONSTITUTE
"FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS --
FORWARD-LOOKING STATEMENTS."

The following should be read in conjunction with the Consolidated Financial
Statements of Paracelsus and the related notes thereto included elsewhere in
this Prospectus.

RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 1996 COMPARED TO SIX MONTHS ENDED MARCH 31, 1995

The results of operations discussed below compare the operating results for
the six months ended March 31, 1996 to the operating results for the six months
ended March 31, 1995. Paracelsus closed Bellwood Health Center on April 24, 1995
(the "Closed Facility"). All Paracelsus healthcare facilities outside California
are referred to as the "Eastern Region Facilities."

Operating revenues increased 3.3% to $260,590,000 for the six months ended
March 31, 1996 from $252,356,000 for the comparable period in the prior year.
After excluding operating revenues of the Closed Facility, operating revenues on
a same-hospital basis increased $13,574,000, or 5.5%. This increase was
principally due to an increase of $7,856,000 in the home health agency operating
revenues generated by the Eastern Region Facilities, resulting from an increase
of 125,953, or 52.2%, in home health agency visits. The remaining increase in
operating revenues is attributed to the increase in outpatient visits,
principally in the Eastern Region Facilities.

Salaries and benefits increased 4.2% to $113,162,000 for the six months
ended March 31, 1996 from $108,575,000 for the comparable period in the prior
year. After excluding salaries and benefits of the Closed Facility, salaries and
benefits increased $6,289,000, or 5.9%, offset by decreased salaries and
benefits relating to the subcontracting of pharmacy purchases and management
activities described below. This increase was principally due to an 11.1%
increase in the employee workforce at the Eastern Region Facilities to service
the expansion of the home health agency programs. In addition, the employee
workforce was increased at the Eastern Region Facilities to service the
increased volume of outpatient services. As a percentage of operating revenues,
salaries and benefits increased to 43.4% for the six months ended March 31, 1996
from 43.0% for the comparable period in the prior year.

Supplies decreased 9.7% to $19,363,000 for the six months ended March 31,
1996 from $21,432,000 for the comparable period in the prior year. The decrease
was principally due to a reduction in pharmacy supplies expense for the six
months ended March 31, 1996 of $2,835,000 as a result of the subcontracting in
June 1995 of Paracelsus' pharmacy purchases and management activities to a
pharmacy management company. Paracelsus also reduced its non-pharmacy supplies
expense due to improved purchasing terms and price reductions received under its
group purchasing contract. As a percentage of operating revenues, supplies
decreased to 7.4% for the six months ended March 31, 1996 from 8.5% for the
comparable period in the prior year.

Purchased services increased 21.5% to $34,174,000 for the six months ended
March 31, 1996 from $28,118,000 for the comparable period in the prior year due
to the pharmacy management company contract, which increased purchased services
by $3,665,000, and an increase in the home health agency programs' purchased
services of $927,000 in the Eastern Region Facilities. As a percentage of
operating revenues, purchased services increased to 13.1% for the six months
ended March 31, 1996 from 11.1% for the comparable period in the prior year.

Provision for bad debts increased 4.7% to $20,191,000 for the six months
ended March 31, 1996 from $19,283,000 for the comparable period in the prior
year, due primarily to an increase in provision for bad debts at two of the
psychiatric facilities as a result of reductions in payments received for
psychiatric services. As a percentage of operating revenues, provision for bad
debts increased to 7.7% for the six months ended March 31, 1996 from 7.6% for
the comparable period in the prior year.

31
<PAGE>
During March 1996, Paracelsus recognized a charge for the settlement of two
lawsuits totaling $22,356,000. The charge included the settlement payments, the
payment of legal fees associated with the lawsuits and the write-off of certain
psychiatric accounts receivable.

FISCAL YEAR 1995 COMPARED TO FISCAL YEAR 1994

The results of operations discussed below compare the operating results for
the fiscal year ended September 30, 1995 to the operating results for the fiscal
year ended September 30, 1994. Paracelsus sold Womans Hospital on September 30,
1995 and Advanced Healthcare Diagnostics Services, a mobile diagnostics
business, in August 1995 (collectively, the "Sold Facilities"), and acquired
Jackson County Hospital on September 5, 1995 and Keith Medical Group on August
1, 1995 (collectively, the "Acquired Facilities").

Operating revenues increased to $509,729,000 in 1995 from $507,864,000 in
1994, an increase of $1,865,000, or 0.4%. Included in the $509,729,000 operating
revenues in 1995 is a net gain from the sale of the Sold Facilities of
$9,026,000. After excluding the operating revenues of the Acquired Facilities,
the Closed Facility and the Sold Facilities, and the net gain from the sale of
the Sold Facilities, operating revenues on a same-hospital basis increased to
$478,659,000 in 1995 from $471,808,000 in 1994, an increase of $6,851,000 or
1.5%. This increase in operating revenues was caused by growth in same-hospital
outpatient volume. On a same-hospital basis, outpatient visits increased by 7.6%
in 1995, while inpatient admissions decreased by 1.0% in 1995. The significant
increase in outpatient visits in 1995 was primarily a result of Paracelsus'
expansion into the home health services business, especially in its Eastern
Region Facilities, and also the further introduction of additional outpatient
services at several of Paracelsus' facilities. The decrease in admissions was
primarily a result of the effect of managed care contracts and the shifting of
inpatient care to outpatient services, especially at the California hospitals,
where admissions, on a same-hospital basis, decreased by 4.9%.

Total costs and expenses as a percentage of operating revenues, after
excluding the net gain from the sale of the Sold Facilities from operating
revenues, increased to 97.0% in 1995 from 95.4% in 1994. The primary reasons for
this increase were the effect of the 1995 restructuring and an unusual charge of
$5,150,000, which included severance benefits and contract termination costs of
$973,000 for the closure of the Closed Facility and certain executives' special
bonuses of $4,177,000 for services provided to Paracelsus. The closure costs and
special bonuses increased operating costs and expenses as a percentage of
operating revenues by 1.0%.

Salaries and benefits decreased to $209,672,000 in 1995 from $209,772,000 in
1994, a decrease of $100,000. As a percentage of operating revenues, after
excluding the net gain from the sale of the Sold Facilities, salaries and
benefits increased to 41.9% in 1995 from 41.3% in 1994. This increase was mainly
a result of annual merit pay increases, offset in part by reductions in staffing
at several of the facilities.

Supplies decreased to $40,780,000 in 1995 from $42,890,000 in 1994, a
decrease of $2,110,000, or 4.9%. The decrease in supplies is mainly a result of
Paracelsus' emphasis on reducing inventory levels, more favorable terms
resulting from Paracelsus' group purchasing contract and price reductions
negotiated directly with vendors.

Purchased services increased to $58,113,000 in 1995 from $55,078,000 in
1994, an increase of $3,035,000, or 5.5%, and as a percentage of operating
revenues, after excluding the net gain from the sale of the Sold Facilities,
increased to 11.6% in 1995 from 10.9% in 1994. Of the $3,035,000 increase,
$2,349,000, or 77.4%, was caused by increases in purchased medical services
mainly resulting from the increase in outpatient volume.

The provision for bad debts increased to $39,277,000 in 1995 from
$33,110,000 in 1994, an increase of $6,167,000, or 18.6%, and increased as a
percentage of operating revenues, after excluding the net gain from the sale of
the Sold Facilities, to 7.8% in 1995 from 6.5% in 1994. Of the $6,167,000

32
<PAGE>
increase in 1995, $5,037,000, or 81.7%, was attributed to the three psychiatric
facilities. The increase in the provision for bad debts at the three psychiatric
facilities is attributed to the reductions in payments received for psychiatric
services.

Other operating expenses as a percentage of operating revenues decreased to
19.9% in 1995 from 22.5% in 1994. This reduction is mainly a result of lower
medical malpractice liability costs and reductions in non-medical supplies,
property insurance, rental/lease expense and consulting expenses.

Depreciation and amortization increased to $17,276,000 in 1995 from
$16,565,000 in 1994, an increase of $711,000, or 4.3%. This increase is mainly
the result of capital expenditures made during 1995. Interest expense increased
to $15,746,000 in 1995 from $12,966,000 in 1994, an increase of $2,780,000, or
21.4%. This increase was mainly caused by an increase in Paracelsus' average
outstanding borrowings under the then existing credit facility and an increase
in interest rates on the then existing credit facility and the commercial paper
program.

Minority interests decreased to $1,927,000 in 1995 from $2,517,000 in 1994,
a decrease of $590,000, or 23.4%. This decrease was caused mainly by a decrease
in the volume of business at two of Paracelsus' podiatry joint ventures, one of
which was terminated during 1995, and an obesity surgery joint venture that was
also terminated during 1995.

FISCAL YEAR 1994 COMPARED TO FISCAL YEAR 1993

The results of operations discussed below compare the operating results for
the fiscal year ended September 30, 1994 to the operating results for the fiscal
year ended September 30, 1993. Paracelsus acquired Desert Palms Community
Hospital on August 31, 1993, Halstead Hospital on June 30, 1993 and Elmwood
Medical Center on March 1, 1993 (collectively, the "1993 Acquisitions").

Operating revenues increased to $507,864,000 in 1994 from $435,102,000 in
1993, an increase of $72,762,000, or 16.7%. Of this increase, $57,694,000 or
79.3% was attributable to the 1993 Acquisitions for which there was a full 12
months of operations in 1994. Excluding the 1993 Acquisitions, operating
revenues on a same-hospital basis increased $15,068,000, or 3.7%. This increase
in operating revenues was due primarily to an increase in gross outpatient
revenues to $209,849,000 in 1994 from $187,646,000 in 1993, an increase of
$22,203,000, or 11.8%. The growth in outpatient services continues to result in
part from the introduction of additional outpatient services at several of
Paracelsus' facilities. Paracelsus' management believes the decline in inpatient
occupancy rates to 42.6% in 1994 from 42.9% in 1993 resulted primarily from
increased efforts by payors to reduce inpatient hospitalization, and to shift
medical services to lower cost outpatient settings whenever possible. However,
the reduction in occupancy rates between 1994 and 1993 is not as significant as
was experienced between 1993 and 1992.

Total costs and expenses as a percentage of operating revenues increased to
95.4% in 1994 from 94.2% in 1993. Through a continued effort to reduce other
operating expenses, Paracelsus made reductions during 1994 in its insurance
costs, including malpractice and workers' compensation. As a percentage of
operating revenues, other operating expenses decreased to 22.5% in 1994 from
23.1% in 1993. Purchased services increased to $55,078,000 in 1994 from
$48,951,000 in 1993, an increase of $6,127,000, or 12.5%. However, as a
percentage of operating revenues, purchased services decreased to 10.9% in 1994
from 11.3% in 1993. The provision for bad debts increased to $33,110,000 in 1994
from $26,629,000 in 1993, an increase of $6,481,000, or 24.3%. After excluding
the 1993 Acquisitions, the provision for bad debts increased by $2,574,000, or
10.1%. The increase was due primarily to higher provisions for bad debts at the
three psychiatric facilities. As a percentage of operating revenues, the
provision for bad debts increased to 6.5% in 1994 from 6.1% in 1993.

Salaries and benefits increased to $209,772,000 in 1994 from $174,849,000 in
1993, an increase of $34,923,000, or 20.0%. Salaries and benefits as a
percentage of operating revenues increased to 41.3% in 1994 from 40.2% in 1993.
This increase was due primarily to additional staffing requirements at

33
<PAGE>
certain existing facilities and increases in Paracelsus' self-insured health
insurance program. Effective October 1, 1994, Paracelsus replaced the
self-insurance program at its California facilities, where health insurance
costs are the highest, with an outside HMO/PPO program.

Depreciation and amortization increased to $16,565,000 in 1994 from
$14,587,000 in 1993, an increase of $1,978,000, or 13.6%. This increase is due
primarily to having a full year of depreciation in 1994 for the 1993
Acquisitions and capital expenditures Paracelsus made in 1994. Interest expense
increased to $12,966,000 in 1994 from $10,213,000 in 1993, an increase of
$2,753,000, or 27.0%. This increase was attributable to interest on the Existing
Senior Subordinated Notes issued in October 1993, and increases in interest
rates applicable to Paracelsus' borrowings under its then existing credit
facility and the commercial paper program.

LIQUIDITY AND CAPITAL RESOURCES

Paracelsus' working capital as of March 31, 1996 was $73,415,000, an
increase of $13,034,000 from September 30, 1995. The increase in working capital
is primarily attributable to decreases in current maturities of long-term debt
obligations and capital lease obligations, and an increase in accounts
receivable. The increase in accounts receivable is attributable mainly to an
increase in psychiatric and home healthcare services, which take longer to
collect than Paracelsus' acute care receivables. The decrease in current
maturities of long-term debt and capital lease obligations is attributable to
the refinancing of mortgage debt on one of Paracelsus' partnerships. Other
significant changes in working capital included an increase in deferred tax
assets and accrued expenses related to the settlement of two lawsuits.

On December 8, 1995, Paracelsus entered into the Existing Paracelsus Credit
Facility, which provides up to $230,000,000 of revolving credit. The Existing
Paracelsus Credit Facility has been used to finance acquisitions, to refinance
existing credit facility borrowings and for general corporate purposes,
including working capital and capital expenditures. Credit facility borrowings
were increased from $27,500,000 at September 30, 1995 to $51,000,000 at March
31, 1996. The additional borrowings were used to refinance mortgage debt on one
of Paracelsus' partnerships, to finance acquisitions of property and equipment
and for working capital purposes. Paracelsus anticipates that existing capital
resources and internally generated cash flows will be sufficient to fund capital
expenditures, debt service and working capital requirements.

The accounts receivable financing program (the "Accounts Receivable
Program") implemented in 1993 provides Paracelsus with up to $65,000,000 in
accounts receivable financing. Pursuant to the Accounts Receivable Program,
Paracelsus' hospitals sell accounts receivable that meet certain requirements
specified under the Accounts Receivable Program ("Eligible Receivables") to a
special purpose subsidiary of Paracelsus, which in turn resells the Eligible
Receivables to an unaffiliated trust (the "Trust") at a discount to reflect
reserves for uncollectible receivables and interest expense. A special purpose
subsidiary of a major lending institution provides the Trust with up to
$65,000,000 in commercial paper financing to purchase the Eligible Receivables,
secured by an interest in certain of the Eligible Receivables held by the Trust.
Interest expense related to commercial paper and investment participations
issued under the Accounts Receivable Program is passed through to Paracelsus and
included as interest expense on Paracelsus' consolidated financial statements.
At March 31, 1996, the maximum financing of $65,000,000 available under the
program was outstanding.

RECENT PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. SFAS 121 also addresses the accounting for long-lived assets
that are expected to be disposed of. Paracelsus will adopt SFAS 121 on October
1, 1996, and, based on current circumstances, does not believe the effect of the
adoption will be material.

34
<PAGE>
IMPACT OF INFLATION AND CHANGING PRICES

A significant portion of Paracelsus' operating expenses is subject to
inflationary increases, the impact of which Paracelsus has historically been
able to substantially offset through price increases, by expanding services and
by increasing operating efficiencies. However, price increases alone have not
kept up with increases in costs. To the extent that inflation occurs in the
future, Paracelsus may not be able to pass on the increased costs associated
with providing healthcare services to patients with government or managed care
payors unless such payors correspondingly increase reimbursement rates.

EFFECT OF PROPOSED LEGISLATION

Federal and state legislators continue to consider legislation that could
significantly impact Medicare, Medicaid and other government funding of
healthcare costs. Initiatives currently before Congress, if enacted, would
significantly reduce payments under various government programs, including,
among others, payments to teaching hospitals and hospitals providing a
disproportionate amount of care to indigent patients. A reduction in these
payments would adversely affect operating revenues and operating margins at
certain of Paracelsus' hospitals. Paracelsus is unable to predict what
legislation, if any, will be enacted at the Federal and state level in the
future or what effect such legislation might have on Paracelsus' financial
position, results of operations or liquidity.

35
<PAGE>
CHAMPION SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following tables set forth selected historical financial data and other
operating information for Champion for the five years ended December 31, 1995
and for the three months ended March 31, 1995 and 1996. The selected historical
financial data for the five years ended December 31, 1995 has been derived from
the audited consolidated financial statements of Champion and from the
underlying accounting records of Champion. The selected historical financial
information for the three months ended March 31, 1995 and 1996 has been derived
from the unaudited condensed consolidated financial statements of Champion and
reflects all adjustments (consisting of normal recurring adjustments) that, in
the opinion of the management of Champion, are necessary for a fair presentation
of such information. Operating results for the three months ended March 31, 1996
are not necessarily indicative of the results that may be expected for 1996. All
information set forth below should be read in conjunction with "Champion
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and with the consolidated financial statements and related notes of
Champion included elsewhere in this Prospectus. Certain amounts derived from the
consolidated statements of operations have been reclassified to conform with the
presentation below.

<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------------- ----------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue (1)................................. $24,307 $45,073 $ 89,832 $104,193 $167,520 $28,727 $50,681
Expenses:
Salaries and benefits......................... 9,875 19,642 36,698 41,042 72,188 12,762 22,006
Supplies...................................... 2,884 6,022 11,641 12,744 21,113 3,237 6,368
Purchased services............................ 3,092 5,671 9,606 15,190 23,595 3,897 6,534
Provision for bad debts....................... 2,489 3,520 5,669 7,812 12,016 2,073 3,670
Other operating expenses...................... 3,687 7,682 14,427 14,277 20,999 3,779 6,330
Depreciation and amortization................. 725 1,361 3,524 4,010 9,290 1,532 3,016
Interest...................................... 723 1,404 2,725 6,375 13,618 2,630 4,587
Equity in earnings of DHHS.................... -- -- -- -- (8,881) (1,478) (3,973)
Restructuring and unusual charges............. -- 1,300(2) 15,456(3) 300(4) -- -- --
------- ---------- ----------- ----------- -------- ------- -------
Total expenses.................................. 23,475 46,602 99,746 101,750 163,938 28,432 48,538
------- ---------- ----------- ----------- -------- ------- -------
Income (loss) before income taxes............... 832 (1,529) (9,914) 2,443 3,582 295 2,143
Income tax expense.............................. 326 63 1,009 200 150 118 750
------- ---------- ----------- ----------- -------- ------- -------
Income (loss) before extraordinary items........ 506 (1,592) (10,923) 2,243 3,432 177 1,393
Extraordinary items (5)......................... 200 -- (1,230) -- (1,118) -- --
------- ---------- ----------- ----------- -------- ------- -------
Net income (loss)............................... $ 706 $(1,592) $(12,153) $ 2,243 $ 2,314 $ 177 $ 1,393
------- ---------- ----------- ----------- -------- ------- -------
------- ---------- ----------- ----------- -------- ------- -------
Income (loss) applicable to common stock........ $ 343 $(2,451) $(13,805) $ (2,467) $ (9,017) $(1,312) $ 1,344
------- ---------- ----------- ----------- -------- ------- -------
------- ---------- ----------- ----------- -------- ------- -------
OPERATING DATA:
Adjusted EBITDA (6)............................. $ 2,280 $ 2,536 $ 11,791 $ 13,128 $ 26,490 $ 4,457 $ 9,746
Adjusted EBITDA margin.......................... 9.4% 5.6% 13.1% 12.6% 15.8% 15.5% 19.2%
Capital expenditures............................ $ 1,422 $ 1,637 $ 4,726 $ 12,561 $ 42,822 $ 7,060 $ 2,697
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF MARCH 31,
------------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............. $ 919 $ 6,204 $ 66,686 $ 48,424 $ 7,583 $ 32,908 $ 5,670
Working capital....................... 1,665 9,420 69,138 51,275 9,841 40,772 15,750
Total assets.......................... 15,444 57,574 118,947 216,553 291,260 212,839 308,022
Total debt............................ 7,431 26,246 62,084 110,065 164,914 108,807 184,046
Redeemable preferred stock............ 3,726 21,746 56,861 76,294 46,029(7) 77,918 46,078
Stockholders' equity (deficit)........ 293 (2,352) (16,157) (2,167) 31,869(7) (3,450) 33,798
</TABLE>

36
<PAGE>
(1) Net revenue was comprised of patient revenue (net of contractual
adjustments) and other revenue.

(2) In 1992, Champion expensed approximately $1,300 in fees and other costs
related to its unsuccessful attempt to acquire twelve hospitals from Humana,
Inc.

(3) On September 1, 1992, Champion acquired Gulf Coast Hospital ("GCH"), a
competing hospital located approximately three miles from Champion's
Baytown, Texas facility. Subsequent to the purchase, Champion consolidated
the operations of GCH onto the campus of its existing Baytown hospital and,
in June 1994, sold the former GCH property with restrictions limiting its
use to non-competitive activities without Champion's permission. As a result
of the consolidation, Champion incurred a charge of approximately $15,456
against earnings in 1993.

(4) In 1994, Champion incurred approximately $300 in fees and other costs
related to its efforts to acquire Methodist Medical Center ("MMC") in
Jacksonville, Florida. On March 6, 1995, Champion notified MMC's management
that it would cease all actions related to this transaction; accordingly,
such amounts were expensed in the fourth quarter of 1994.

(5) The extraordinary gain in 1991 relates to the utilization of net income tax
benefits arising from the carryforward of net operating losses. Champion
recognized extraordinary losses of $1,230 and $1,118 in 1993 and 1995,
respectively, on early extinguishment of debt. The extraordinary loss for
1993 was net of a tax benefit of $634, and no tax benefit was allocated to
the extraordinary losses in 1995.

(6) Adjusted EBITDA represents income before income taxes, depreciation and
amortization, interest, cumulative effect of accounting change,
restructuring and unusual charges, settlement costs, gains (losses) from
disposal of facilities and extraordinary items. While Adjusted EBITDA is not
a substitute for operating cash flows determined in accordance with
generally accepted accounting principles, it is a commonly used tool for
measuring a company's ability to service debt.

(7) Effective December 31, 1995, Champion entered into a recapitalization
agreement which provided for the conversion of certain redeemable preferred
stock to Champion Common Stock and eliminated the accrual of future
dividends on its remaining Champion Preferred Stock.

37
<PAGE>
CHAMPION MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CERTAIN STATEMENTS UNDER THIS CAPTION "CHAMPION MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" CONSTITUTE
"FORWARD-LOOKING STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS --
FORWARD-LOOKING STATEMENTS."

The following should be read in conjunction with the Consolidated Financial
Statements of Champion and the related notes thereto included elsewhere in this
Prospectus.

IMPACT OF ACQUISITIONS

Champion was formed to acquire and operate acute care and specialty
hospitals. At March 31, 1996, Champion owned seven hospitals and a 50% interest
in DHHS, a partnership that is operated by Champion and that owns and operates
two acute care hospitals with a total of 341 beds in North Dakota under the name
"Dakota Heartland Health System."

Because of the financial impact of Champion's recent acquisitions and the
formation of DHHS, it is difficult to make meaningful comparisons between
Champion's financial statements for the fiscal periods presented. Furthermore,
each additional hospital acquisition can have a significant impact on Champion's
overall financial performance. After acquiring a hospital, Champion attempts to
implement various operating efficiencies and cost-cutting strategies, including
staffing adjustments. Champion may also incur significant additional costs to
expand the hospital's services and improve its market position. Champion can
give no assurance that these investments and other activities will result in
increases in net revenue or reductions in costs at the acquired facility.
Consequently, an acquired hospital may adversely affect Champion's operating
results in the near term. Champion believes this effect will be mitigated as
more hospitals are acquired.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 1995

Champion had net revenue of $50,681,000 for the quarter ended March 31,
1996, compared to $28,727,000 for same period in 1995, an increase of
$21,954,000, or 76.4%. The increase was due primarily to Champion's acquisition
of the 200-bed Salt Lake Regional Medical Center ("SLRMC") in April 1995, the
acquisition of home healthcare operations in June 1995 and in January 1996, and
the commencement of operations at the 101-bed Westwood Medical Center ("WMC") in
October 1995. WMC replaced the 60-bed Physicians and Surgeons Hospital located
in Midland, Texas ("P&S"), which Champion had acquired in 1993.

Champion's operations are labor intensive with salaries and benefits
comprising the single largest item in operating expenses. Salaries and benefits
increased 72.4% to $22,006,000 for the quarter ended March 31, 1996, compared to
$12,762,000 in 1995, primarily as a result of Champion's acquisition of SLRMC
and the acquisition of home healthcare operations. As a percentage of net
revenue, salaries and benefits were 43.4% and 44.4% for the quarters ended March
31, 1996 and 1995, respectively. The decline in salaries and benefits as a
percentage of net revenue reflects Champion's ongoing efforts to implement
various operating efficiencies and cost-cutting measures at its hospitals.

The major components of other operating and administrative expenses were
professional fees, taxes (other than income), insurance, utilities and other
services. In absolute terms, other operating and administrative expenses
increased by 76.2% to $19,232,000 for the quarter ended March 31, 1996, compared
to $10,913,000 in 1995, due to Champion's acquisition of SLRMC and the start-up
of WMC. However, overall other operating and administrative expenses were
substantially unchanged at 37.9% and 38.0% of net revenue for the quarters ended
March 31, 1996 and 1995, respectively.

Provision for bad debts was $3,670,000 for the quarter ended March 31, 1996,
or 7.4% of net patient service revenue, compared to $2,073,000, or 7.5%, for the
same period in 1995.

38
<PAGE>
Interest expense increased to $4,587,000 in the first quarter of 1996,
compared to $2,630,000 for the comparable period in 1995, due principally to (i)
the increase in amounts outstanding under the Champion Credit Facility as a
result of its acquisition of SLRMC and Jordan Valley Hospital ("Jordan Valley")
and (ii) the issuance of the Champion Series E Notes on June 12, 1995. The
increase in interest expense was offset, in part, by a decline in the interest
rate applicable to the Champion Credit Facility (a weighted average of
approximately 8.71% and 9.12% for the quarters ended March 31, 1996 and 1995,
respectively).

Depreciation and amortization expense was $3,016,000 in 1996, compared to
$1,532,000 in 1995, an increase of $1,484,000, or 96.9%. This increase is due
primarily to Champion's acquisition of SLRMC and the completion of construction
at WMC as well as Champion's ongoing capital improvement programs at its
existing hospitals.

Income before income taxes for the quarter ended March 31, 1996 includes
approximately $3,973,000 attributable to Champion's equity in the earnings of
DHHS, compared to approximately $1,478,000 for the same period a year earlier,
or an increase of 168.8%. The increase was due to (i) a $1,535,000, or 5.9%,
increase in DHHS net revenue for the quarter ended March 31, 1996, compared to
the same period a year earlier, primarily as a result of an expanded and
improved service mix, and (ii) a $3,175,000, or 14.1%, decrease in current
period operating expenses, compared to the prior period. The reduction in
operating expenses is due primarily to the elimination of duplicative services
and overhead costs and reflects Champion's ongoing efforts to integrate the
operations of the two hospitals that comprise DHHS.

1995 COMPARED TO 1994

Champion's net revenue was $167,520,000 for the year ended December 31,
1995, compared to $104,193,000 for 1994, an increase of $63,327,000, or 60.8%.
The increase was due primarily to hospital acquisitions in the fourth quarter of
1994 and the second quarter of 1995 (collectively, the "Champion Acquisitions"),
and was offset, in part, by the contribution of Heartland Medical Center
("Heartland") to DHHS. Net revenue for 1994 included approximately $40,061,000
attributable to Heartland.

The occupancy rate of Champion's consolidated hospitals was substantially
unchanged at 38% in 1995 and 1994, due primarily to the acquisition of two
psychiatric hospitals in the fourth quarter of 1994. In general, psychiatric
hospitals derive a greater percentage of their revenue from inpatient services
than do acute care hospitals. The occupancy rate at Champion's general acute
care hospitals declined to 33% in 1995 compared to 35% in 1994, due primarily to
Champion's contribution of Heartland to DHHS effective December 31, 1994, and
due to an industry-wide trend of decreased inpatient utilization at acute care
hospitals. Champion expects this trend to continue as Medicare, Medicaid, HMOs,
PPOs and other third-party payors continue to exert pressure on healthcare
providers to reduce hospital stays and to provide services, when appropriate, on
a less expensive outpatient basis. Heartland had an occupancy rate of 41% in
1994.

Gross outpatient revenue increased 45.8% from $63,387,000 in 1994 to
$92,392,000 in 1995. Outpatient revenue as a percentage of gross patient service
revenue declined from 38.1% in 1994 to 33.9% in 1995, due to Champion's
acquisition of two psychiatric hospitals in the fourth quarter of 1994.
Excluding these two facilities, outpatient revenue comprised 39.5% of gross
patient revenue in 1995.

Gross patient revenue attributable to Medicare increased to 42% in 1995,
compared to 39% in 1994, due to the inclusion of certain of Champion's
acquisitions for the full 12-month period ended December 31, 1995. These
facilities generally derived a greater portion of their gross patient revenue
from the Medicare program than did the hospitals owned and consolidated by
Champion for the 12 months ended December 31, 1994. Gross revenue attributable
to Medicaid increased to 19% in 1995

39
<PAGE>
compared to 18% in 1994, due primarily to Champion's acquisition of two
psychiatric hospitals in the fourth quarter of 1994. Approximately 50% of gross
patient revenue at these facilities is attributable to the Medicaid program.

Net patient service revenue is presented in the Consolidated Statement of
Operations net of the provision for contractual allowances. Such provision was
40% in 1995 and 1994. The provision for contractual allowances as a percentage
of gross patient service revenue is likely to increase in the future (i) as rate
increases at Champion's hospitals exceed increases, if any, in fixed
reimbursement rates, (ii) from increased discounts on standard rates due to
pressure from third-party payors, such as HMOs, PPOs and private insurance
companies and (iii) from increased inpatient utilization by Medicare and
Medicaid patients. Payments received under these programs are generally less
than established billing rates. The trend toward managed care may affect
hospitals' ability to maintain their current rate of net revenue growth and
operating margins.

Net revenue for 1995 and 1994 included approximately $744,000 and
$2,196,000, respectively, in interest income earned on cash balances during the
year.

Champion's operations are labor intensive with salaries and benefits
comprising the single largest item in operating expenses. Salaries and benefits
increased 75.9% to $72,188,000 in 1995, compared to $41,042,000 in 1994, as a
result primarily of the Champion Acquisitions. In addition, corporate salaries
increased due to the increase in hospitals, new public reporting requirements
and preparation for additional acquisitions. As a percentage of net revenue,
salary and benefits increased to 43.1% in 1995, compared to 39.4% in 1994. This
trend is largely a result of Champion's strategy of acquiring underperforming
hospitals that often incur labor and other operating costs in excess of what
Champion believes is necessary for the efficient operation of a facility.
Champion attempts to reduce these costs over time by implementing various
operating efficiencies and cost-cutting strategies. However, Champion can give
no assurance that its efforts will ultimately result in significant cost
reductions at these facilities.

The major components of other operating expenses were professional fees,
taxes (other than income), insurance, utilities and other services. In absolute
terms, other operating and supplies expense increased by 54.6% to $65,707,000 in
1995, compared to $42,511,000 in 1994, as a result of the Champion Acquisitions.
However, overall other operating and supplies expense declined to 39.2% of net
revenue in 1995, compared to 40.8% in 1994.

Provision for bad debts was $12,016,000 in 1995, or 7.3% of net patient
service revenue, compared to $7,812,000, or 7.8%, in 1994. The prior year
included approximately $700,000 in charges due to problems resulting from the
installation of an information management system at one facility. Excluding this
charge, provision for bad debts was approximately 7.1% of net patient service
revenue in 1994.

Interest expense increased from $6,375,000 in 1994 to $13,618,000 in 1995,
due principally to (i) the increase in amounts outstanding under the Champion
Credit Facility as a result of its acquisition of SLRMC and funding of ongoing
construction projects; (ii) the issuance of the Champion Series D Notes on
December 30, 1994 and the Champion Series E Notes on June 12, 1995 and (iii)
debt assumed and/or issued in connection with Champion's acquisition of
AmeriHealth, Inc. ("AmeriHealth") on December 6, 1994, through a merger (the
"AmeriHealth Merger") and the acquisition of Psychiatric Healthcare Corporation
("Psychiatric Healthcare") in the fourth quarter of 1994. Interest expense also
increased due to an increase in the interest rate applicable to its senior bank
credit facility (a weighted average of approximately 9.3% and 7.7% for the years
ended December 31, 1995 and 1994, respectively).

Depreciation and amortization expense was $9,290,000 in 1995, compared to
$4,010,000 in 1994, an increase of $5,280,000, or 131.7%. This increase is due
primarily to the Champion Acquisitions, the completion of a hospital and medical
office building in Midland, Texas and an ambulatory care center in Baytown,
Texas, as well as Champion's ongoing capital improvement programs at its
existing hospitals.

40
<PAGE>
Champion capitalized approximately $1,462,000 and $294,000 in interest costs
associated with the construction of a hospital and other medical-related
facilities at December 31, 1995 and 1994, respectively. With the completion of
the hospital and medical office building in Midland, Texas and the ambulatory
care center in Baytown, Texas, Champion expects capitalized interest to be
minimal in 1996.

Operating income for 1995 included approximately $8,881,000 attributable to
Champion's equity in the earnings of DHHS. Champion contributed Heartland to
DHHS effective December 31, 1994 and accounts for its investment in DHHS under
the equity method. Previously, Champion had consolidated Heartland for financial
reporting purposes. Operating income for 1994 included approximately $6,201,000
attributable to Heartland.

1994 COMPARED TO 1993

Champion's net revenue was $104,193,000 for the year ended December 31,
1994, compared to $89,832,000 for 1993, an increase of $14,361,000, or 16.0%.
This increase was due primarily to the inclusion of P&S for a full year in 1994,
compared to eight months in 1993 (the year P&S was acquired) and Champion's
acquisition of Psychiatric Healthcare and the AmeriHealth Merger in the fourth
quarter of 1994. On a same hospital basis, net revenue decreased approximately
$2,550,000, or 3.2%, in 1994 due to the elimination of a psychiatric program at
Baycoast Medical Center ("BMC") and a decline in outpatient surgery cases due to
capacity constraints following the consolidation of the operations of GCH onto
the BMC campus in December 1993.

The average occupancy rates at Champion's hospitals declined from 40.1% in
1993 to 38.3% in 1994. This decline is consistent with the industry trend of
decreased inpatient utilization at acute care hospitals and is due primarily to
increased pressure from Medicare, Medicaid, HMOs, PPOs and other third-party
payors to reduce hospital stays and to provide services, where possible, on a
less expensive outpatient basis. Gross outpatient revenue increased 6.1% from
$59,738,000 in 1993 to $63,387,000 in 1994. Outpatient revenue as a percent of
gross patient service revenue declined from 41.9% in 1993 to 38.1% in 1994, due
primarily to Champion's acquisition of Psychiatric Healthcare effective October
1, 1994. In general, psychiatric hospitals derive a greater percentage of their
gross revenue from inpatient services than do acute care hospitals. Exclusive of
acquisitions, outpatient revenue comprised 41.3% of gross patient revenue in
1994.

Provision for contractual allowances was 40.2% of gross patient service
revenue for 1994, compared to 39.2% in 1993. This increase is consistent with
industry expectations as discussed above.

Approximately 39% of gross patient revenue was attributable to Medicare in
1994 and 1993. Gross revenue attributable to Medicaid increased to 18% in 1994
compared to 12% in 1993, due primarily to Champion's acquisition of Psychiatric
Healthcare, which derives approximately 53% of its gross patient revenue from
the Medicaid program, and due to a decline in revenue attributable to private
and other payor sources at hospitals owned by Champion for the year ended
December 31, 1994.

Salaries and benefits increased 11.8% to $41,042,000 in 1994, compared to
$36,698,000 in 1993, due primarily to the inclusion of P&S for a full year in
1994 and Champion's acquisition of Psychiatric Healthcare and the AmeriHealth
Merger in the fourth quarter of 1994. As a percentage of net revenue, salary and
benefits decreased to 39.4% in 1994, compared to 40.9% in 1993, as a result of
Champion's ongoing efforts to improve staffing efficiencies in its acquired
hospitals. For hospitals owned for the year ended December 31, 1994, salary and
benefits were 37.7% of net revenues in 1994, compared to 39.4% in 1993.

The major components of other operating expenses were professional fees,
taxes (other than income), insurance, utilities and other services. Other
operating and supplies expense increased by 19.2% to $42,511,000 in 1994,
compared to $35,674,000 in 1993. Other operating and supplies expense

41
<PAGE>
increased to 40.8% of net revenue in 1994, compared to 39.7% in 1993. The
increase in the percentage of net revenue is due primarily to non-capitalizable
costs associated with Champion's acquisition activity.

Provision for bad debts was $7,812,000 in 1994, or 7.8% of net patient
service revenue, compared to $5,669,000, or 6.5%, in 1993. This 37.8% increase
is due in part to the installation of a new computer system at one of Champion's
hospitals that disrupted the hospital's billing procedures and accounts
receivable detail. The hospital determined that approximately $700,000 in
accounts receivable produced by the new system should have been charged to
allowance for uncollectible accounts. Excluding this charge, provision for bad
debts was approximately 7.1% of net patient service revenue in 1994.

Depreciation and amortization expense was $4,010,000 in 1994, compared to $
3,524,000 in 1993, an increase of $486,000, or 13.8%. The increase in
depreciation and amortization expense was due primarily to Champion's
acquisitions in 1994, Champion's ongoing capital improvement programs at its
existing hospitals and the amortization of costs associated with Champion's
issuance of the Champion Series D Notes.

Interest expense increased from $2,725,000 in 1993 to $6,375,000 in 1994,
due principally to Champion's issuance of $37,833,000 of the Champion Series D
Notes effective December 31, 1993 and its establishment of a $20,000,000 senior
bank credit facility on November 3, 1993, as well as interest expense associated
with debt assumed and/or issued in the AmeriHealth Merger and the Psychiatric
Healthcare acquisition. Interest expense also increased due to an increase in
the interest rate applicable to its senior bank credit facility (a weighted
average of approximately 7.7% and 6.5% at December 31, 1994 and 1993,
respectively).

RECENT ACQUISITIONS AND OTHER INVESTMENTS

On March 1, 1996, Champion acquired Jordan Valley from Columbia. Jordan
Valley is a 50-bed acute care hospital located in West Jordan, Utah, a suburb of
Salt Lake City. Jordan Valley was acquired in exchange for Autauga Medical
Center, an 85-bed acute care hospital, and Autauga Health Care Center, a 72-bed
skilled nursing facility, both in Prattville, Alabama (collectively, "Autauga"),
plus preliminary cash consideration paid to Columbia of approximately
$10,750,000. Cash consideration included approximately $3,750,000 for certain
net working capital components, which are subject to further adjustment and
final agreement by the parties, and reimbursement for certain capital
expenditures made previously by Columbia. The transaction did not result in a
gain or loss. The Alabama facilities were acquired as a part of the AmeriHealth
Merger on December 6, 1994.

On April 13, 1995, Champion acquired SLRMC from Columbia for approximately
$61,042,000, which included approximately $11,783,000 for certain working
capital components, resulting in a net purchase price of approximately
$49,259,000. Champion funded the asset purchase from available cash and
approximately $30,000,000 in borrowings under its senior bank credit facility.
SLRMC is comprised of a 200-bed tertiary care hospital and five clinics and is
located in Salt Lake City, Utah.

On December 21, 1994, a wholly owned subsidiary of Champion that owned
Heartland entered into the DHHS partnership with Dakota Hospital ("Dakota"), a
not-for-profit corporation that owned a 199-bed acute care hospital, in Fargo,
North Dakota. Champion and Dakota contributed their respective hospitals debt
and lien free (except for capitalized lease obligations), including certain
working capital components, and Champion contributed an additional $20,000,000
in cash, each in exchange for 50% ownership in the partnership. Champion will
receive 55% of the net income and distributable cash flow ("DCF") of the
partnership until such time as it has recovered on a cumulative basis an
additional $10,000,000 of DCF in the form of an "excess" distribution. Because
the partners through the partnership agreement and an operating agreement have
delegated substantially all management of DHHS to Champion, the authority of the
partnership's governing board is limited. Under the terms of the partnership
agreement, Champion is obligated to advance funds to the partnership to cover
any and all operating deficits of the partnership. Beginning July 1996, Dakota
has the right to require Champion to purchase its partnership interest free of
debt or liens for a cash

42
<PAGE>
purchase price equal to 5.5 times Dakota's pro rata share of earnings before
depreciation, interest, income taxes and amortization, as defined in the
partnership agreement, less Dakota's pro rata share of the partnership's
long-term debt. DHHS had earnings before depreciation, interest, income taxes
and amortization of approximately $19,000,000 for the year ended December 31,
1995. Beginning January 1998, the purchase price for Dakota's partnership
interest shall not be less than $50,000,000. Should Dakota elect to exercise its
option, Champion would likely finance the purchase through bank or other
borrowings. Under the terms of the option, Champion has 12 months to consummate
its obligations thereunder. As of December 31, 1995, Champion has received
$825,000 in cash distributions from DHHS.

INFLATION

The healthcare industry is labor intensive. Wages and other expenses are
subject to rapid escalation, especially during periods of inflation and when
shortages occur in the marketplace. In addition, suppliers attempt to pass along
increases in their costs by charging Champion higher prices. In general,
Champion's revenue increases through price increases or changes in reimbursement
levels have not kept up with cost increases. However, by expanding services and
by increasing operating efficiencies, Champion has historically been able to
substantially offset increases in such costs. In light of cost-containment
measures imposed by government agencies, private insurance companies and
managed-care plans, Champion is likely to experience continued pressure on
operating margins in the future.

43
<PAGE>
BUSINESS

CERTAIN STATEMENTS UNDER THIS CAPTION "BUSINESS" CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER THE REFORM ACT. SEE "RISK FACTORS -- FORWARD-LOOKING
STATEMENTS."

GENERAL

Paracelsus is a leading healthcare company that owns and operates acute care
and specialty hospitals and related healthcare businesses serving selected
markets in the United States. Paracelsus currently owns and operates 18 acute
care hospitals with a total of 1,685 licensed beds in California, Utah,
Tennessee, Texas, Florida, Georgia and Mississippi. Paracelsus' acute care
hospitals provide a broad array of general medical and surgical services on an
inpatient, outpatient and emergency basis. In addition, certain hospitals and
their related facilities offer rehabilitative medicine, substance abuse
treatment, psychiatric care and AIDS care. In California, Paracelsus also owns
and operates three psychiatric hospitals with 218 licensed beds, four skilled
nursing facilities with 232 licensed beds and a 60-bed rehabilitative hospital.
In addition, Paracelsus owns and operates 11 home healthcare agencies and 16
medical office buildings adjacent to certain of its hospitals. For the 12 months
ended March 31, 1996 on a pro forma basis after giving effect to acquisitions
and dispositions, Paracelsus would have had total operating revenues of $516.9
million, Adjusted EBITDA of $55.8 million and a net loss of $3.1 million. The
net loss includes an unusual charge recorded in March 1996 of $22.4 million (or
$13.2 million, net of taxes) related to the settlement of two lawsuits.

As a result of the Merger, Champion will become a wholly owned subsidiary of
the Company. Champion currently owns and operates five acute care hospitals with
a total of 722 licensed beds in Utah, Texas and Virginia and owns a 50% interest
in, and operates, DHHS, a partnership that owns two additional acute care
hospitals with a total of 341 licensed beds in North Dakota. Champion's acute
care hospitals generally offer the same types of services provided by
Paracelsus' acute care hospitals. Champion also owns and operates two
psychiatric hospitals with a total of 219 licensed beds in Missouri and
Louisiana. For the 12 months ended March 31, 1996 on a pro forma basis giving
effect to acquisitions and dispositions, Champion would have had net revenue of
$198.2 million, Adjusted EBITDA of $32.2 million and net income of $3.9 million.

Following the Merger, the Company will operate 31 hospitals in 11 states
including 25 acute care hospitals with 2,748 licensed beds, five psychiatric
hospitals with 437 licensed beds and a rehabilitative hospital with 60 licensed
beds. On a pro forma combined basis for the 12 months ended March 31, 1996,
after giving effect to the Offerings, the Company would have had total operating
revenues of $714.8 million, Adjusted EBITDA of $88.1 million and a net loss of
$6.9 million. The net loss includes the unusual charge related to the settlement
of two lawsuits. These pro forma combined results do not give effect to any cost
savings that management believes will be realized as a result of the Merger due
to the combination of the corporate operations of Paracelsus and Champion and
the elimination of certain corporate consulting contracts of Paracelsus. In
addition, the combined entity should benefit from economies of scale in such
areas as purchasing, marketing, information systems, risk management,
acquisitions and development, accounting, reimbursement, corporate finance and
quality assurance.

The Company believes that the Merger represents a unique opportunity to
integrate the operations of two companies that have a complementary portfolio of
hospitals. Upon completion of the Merger, 22 of the 31 hospitals owned or
operated by the Company will be located in markets where a hospital or hospital
network operated by the Company is a preeminent provider. On a pro forma
combined basis (excluding the PHC Salt Lake Hospital and the two hospitals owned
by DHHS), the remaining 19 hospitals would have accounted for approximately 71%
and 89% of the 28 remaining hospitals' operating revenues and Adjusted EBITDA,
respectively, for the 12 months ended March 31, 1996.

44
<PAGE>
believes that it will benefit from the addition to Paracelsus' management team
of three key Champion executives who, following the Merger, will have primary
responsibility for day to day management of the Company. These Champion
executives have an average of 29 years of hospital industry experience and a
proven track record in operating and growing publicly held hospital companies.
Over the past five years, these executives grew Champion's net revenue at an
annual growth rate of 62.0% from $24.3 million in 1991 to $167.5 million in 1995
while improving its Adjusted EBITDA margins from 9.4% in 1991 to 15.8% in 1995
and 19.2% for the three months ended March 31, 1996.

BUSINESS STRATEGY

EXPAND STRATEGICALLY THROUGH SELECTED ACQUISITIONS

The Company plans to continue to pursue expansion opportunities through the
strategic acquisition of hospitals and complementary healthcare businesses in
existing or new markets. The Company has demonstrated this strategy most
recently by successfully acquiring four hospitals and a home health agency in
the Salt Lake City market. The Company's primary criteria for its target markets
include: (i) a service area population of between 30,000 and 500,000; (ii)
favorable demographics in terms of population growth, age profile, employment
rates, business climate, economic activity and family income levels; (iii) low
levels of managed care penetration; and (iv) limited competition from other
hospitals and alternative healthcare providers. The Company targets for
acquisition those hospitals that have the following characteristics: (a) a
stable market position with potential for improvement; (b) an appropriate range
and depth of medical services or the capacity to add needed services; (c) a
favorable reputation in the community; (d) current financial underperformance
due to an excessive cost structure; (e) a sufficient base of capable, high
quality physicians; and (f) no required extraordinary capital investment. The
Company believes that its primary sources of acquisitions will be unaffiliated
not-for-profit hospitals and facilities being divested by hospital systems for
strategic, regulatory or performance reasons.

INCREASE MARKET PENETRATION

The Company seeks to increase the market penetration of its hospitals by
offering a full range of hospital and related healthcare services and by gaining
market share from local competitors by providing measurably higher quality and
lower cost services. The Company will selectively add new services such as
obstetrics, open-heart surgery and skilled nursing beds at its hospitals and,
when appropriate, invest in new technologies. For example, this strategy has
been sucessfully demonstrated by the addition of obstetrics programs at each of
The Medical Center of Mesquite and WMC during the past 12 months. The Company
will also develop complementary healthcare businesses such as primary care
clinics, home health agencies and rehabilitative clinics to augment the service
capabilities of its existing hospitals and enable the delivery of care in the
most cost effective and medically appropriate setting. In addition, over the
past 24 months, the Company has acquired or established five home health
agencies that cover 26 counties in Tennessee, providing a large referral base
for the Company's four hospitals in that market. In some cases, the Company may
also acquire or merge with other providers or establish alliances with such
providers through affiliation agreements, joint venture arrangements or
partnerships. Furthermore, since physicians still direct the majority of
hospital admissions, the Company focuses on supporting and retaining existing
physicians and attracting

45
<PAGE>
other qualified physicians in existing or underserved medical specialties. The
Company may either affiliate, joint venture or partner with physician practices
or, in selected cases, manage or acquire such physician practices.

ESTABLISH A COMPETITIVE COST ADVANTAGE

The Company seeks to position each of its hospitals as the low cost provider
in its market by monitoring and controlling fixed and variable operating
expenses. Champion's executives have demonstrated an ability to reduce costs as
indicated by the improvement in Champion's Adjusted EBITDA margins from 9.4% in
1991 to 15.8% in 1995 and 19.2% for the three months ended March 31, 1996. The
Company believes that a low cost provider is better able to succeed in the
current healthcare environment by aggressively pricing its managed care
contracts and direct employer arrangements and by maintaining profitability
under fixed payment arrangements. The Company focuses on the following major
areas for cost control:

LABOR COSTS. Salaries and benefits represent the single largest
component of hospital operating expenses. The Company seeks to reduce
labor costs by (i) implementing staffing standards and adjusting
staffing according to changes in volume and patient needs; (ii)
eliminating unnecessary levels of management; and (iii) increasing the
productivity of skilled employees by shifting certain lower skill tasks
to lower paid personnel. Champion's executives have reduced salaries,
wages and benefits as a percentage of net revenue at Champion's
hospitals (including DHHS) from 38.2% in 1994 to 37.9% in 1995 and 35.4%
for the three months ended March 31, 1996.

SUPPLY COSTS. The Company seeks to realize savings on medical supplies,
the second largest component of hospital operating expenses, by (i)
standardizing high volume products; (ii) participating in purchasing
groups; (iii) monitoring supply usage; and (iv) otherwise taking
advantage of volume purchasing to achieve better pricing.

CONTRACTUAL ARRANGEMENTS. The Company evaluates whether savings can be
realized by renegotiating or eliminating existing third-party
management, physician, maintenance, supply and other contracts.

MARGINAL SERVICES. The Company regularly reviews all programs and
services at its hospitals to determine whether any such programs or
services should be discontinued or reduced because they are
underutilized or unprofitable and have no strategic benefit.

UTILIZATION MANAGEMENT. The Company has developed a proprietary
utilization management program designed to help monitor and manage
clinical resources by reviewing both patient lengths of stay and
physician treatment protocols in order to decrease the overall cost of
care. The program, which includes the use of clinical pathways developed
in conjunction with the medical staffs of the Company's hospitals, helps
assure that physicians consistently render the most medically
appropriate and cost effective regimen of care. The program has been
implemented in six of the Company's hospitals and is expected to be
implemented in its remaining hospitals over the next year.

IMPLEMENT A COMPETITIVE QUALITY ADVANTAGE

The Company believes that preventing errors in the treatment process can
improve quality and lower the cost of care by reducing the risk of adverse
events to patients and the consequential costs of such events. For the past two
years, the Company has piloted a proprietary program in four of its hospitals
designed to identify and measure the incidence of patient treatment errors in
225 separate clinical categories. The Company also believes that the majority of
treatment errors are preventable and often result from systemic problems such as
a lack of standardized policies, procedures and training. The Company believes
that its pilot program in four hospitals has demonstrated that reductions in the
incidence of treatment errors can occur as a result of focusing hospital
employees on monitoring errors, training employees in standardized systems and
procedures and otherwise taking corrective steps to reduce and eliminate
deficiencies in the care process. The Company believes the capability to
quantify data regarding the quality of care in its hospitals will enable the
Company to

46
<PAGE>
reduce the cost of care and will enhance the ability of its hospitals to win and
profit from managed care contracts. The Company intends to introduce its
proprietary program in all of its hospitals as soon as possible following the
consummation of the Merger.

DEVELOP A COMPETITIVE SERVICE ADVANTAGE

The Company believes that bureaucratic and impersonalized customer service
is a historical structural deficiency within the hospital industry caused by
service systems, policies and procedures that are designed for the convenience
of physicians and hospitals rather than patients, payors and employers. For the
past year, the Company has assembled a task force of hospital and corporate
personnel who have been devoted to developing a proprietary customer service
system that will become a prototype for all the Company's hospitals. The Company
believes this customer service system will differentiate its hospitals and
facilities from those of its competitors and provide a competitive advantage.
The objectives of this initiative are to (i) identify those aspects of customer
service most in need of streamlining and revamping to create "user-friendly"
systems in areas such as billing information and admission and emergency room
registration and processing; (ii) review existing hospital policies, procedures
and practices that serve as barriers to personalized customer service; (iii)
establish quantitative performance targets and develop monitoring systems for
measuring and reporting results and progress toward targets; (iv) develop a
customer service questionnaire to quantify levels of customer satisfaction and
areas of dissatisfaction; and (v) conduct training of hospital personnel in the
customer service system. The Company currently expects that it will begin
introducing its customer service system on a pilot basis in several of its
hospitals during the first quarter of 1997.

REQUIRE LOCAL MANAGEMENT ACCOUNTABILITY

The provision of high quality healthcare services is primarily a local
business, and the Company's business strategy and operating programs emphasize
local management initiative, responsibility and accountability combined with
corporate support and oversight. The Company establishes targets for various
categories of operating expenses for each hospital and tracks operating
efficiency on a daily basis. The Company also requires each of its hospitals to
provide forecasts on financial and operating performance for the month and
conducts in-depth monthly operating reviews with each local management team to
establish and ensure management discipline and accountability. In addition,
bonuses for key operating executives of the Company are in part based upon
margin improvement and performance. These actions are intended to focus
operating management on optimizing operating efficiencies.

OPERATIONS

The Company seeks to create a local healthcare system in each of its markets
that offers a continuum of inpatient, outpatient, emergency and alternative care
options. In many such markets, the Company will establish its acute care
hospitals as the hub of a local provider system that can include skilled nursing
facilities, home health agencies, clinics, physician practices and medical
office buildings. These operations are described below.

ACUTE CARE HOSPITALS

The Company owns and operates 25 acute care hospitals (including those owned
by DHHS) with a total of 2,748 licensed beds in nine states. Each of the
Company's acute care hospitals provides a broad array of general medical and
surgical services on an inpatient, outpatient and emergency basis, including
some or all of the following: intensive and cardiac care, diagnostic services,
radiological services and obstetrics on an inpatient basis and ambulatory
surgery, laboratory and radiology services on an outpatient basis. Certain
hospitals also provide comprehensive psychiatric services. The Company owns a
50% interest in and is responsible for the operations of DHHS, which owns two
acute care hospitals in Fargo, North Dakota.

SPECIALTY HOSPITALS

The Company owns and operates five psychiatric hospitals with 437 licensed
beds and one rehabilitative hospital with 60 licensed beds in three states.
Three of the psychiatric hospitals and the

47
<PAGE>
rehabilitative hospital are located in California markets where the Company has
acute care hospitals. The psychiatric hospitals provide child, adolescent and
adult comprehensive psychiatric and chemical dependency treatment programs on an
inpatient and outpatient basis.

SKILLED NURSING FACILITIES

The Company owns and operates four skilled nursing facilities with a total
of 232 licensed beds in California that provide 24-hour nursing care,
principally for the elderly, by registered or licensed nurses and related
medical services prescribed by the patient's physician.

HOME HEALTH AGENCIES

The Company provides home health services through 15 of its hospitals
(including the two DHHS hospitals) in five states. These services include home
nursing, infusion therapy, physical therapy, respiratory services and other
rehabilitative services.

CLINICS

The Company owns and operates a number of stand-alone clinics, particularly
in rural areas. Most of these clinics are primary care clinics that operate as
physician offices where the physicians are employed by or are under contract
with one of the Company's hospitals in that market. The clinics serve to
complement the Company's acute care hospitals in their respective markets by
allowing the Company to provide a wider range of services in optimal settings
and providing an opportunity to attract patients to the Company's hospitals.

PHYSICIAN ARRANGEMENTS

The Company owns a majority interest in and operates five physician joint
ventures. Three of the joint ventures have nonexclusive use of office space and
equipment in certain hospitals which they use to provide specialized medical and
surgical services to patients. In all cases, the minority interests in the joint
ventures are held directly or indirectly by a physician or a group of
physicians. Additionally, several of the Company's hospitals have assisted with
the formation of and participate in physician hospital organizations or
management services organizations.

MEDICAL OFFICE BUILDINGS

The Company owns, leases or manages 22 medical office buildings located
adjacent to certain of its hospitals.

SELECTED MARKET STRATEGIES

Key to the success of the Company is its ability to adjust the
implementation of its various operating strategies to the unique features of
each market it enters. The following are four examples of how the Company is
currently implementing its strategies under diverse market conditions.

CONTRACTING WITH MANAGED CARE PROVIDERS IN A MAJOR URBAN MARKET

The broad market in Utah encompasses a population of 1,800,000 across the
90-mile corridor known as the Wasatch Front. The Company has focused it efforts
around Salt Lake County, which has a population base of approximately 800,000,
or 43% of the state's population, where four of the Company's five Utah
hospitals are located. This area has favorable demographics in terms of
employment, age and family income levels. Managed care plans have achieved one
of the highest levels of penetration in the United States in providing
healthcare coverage to the target population base. To be successful in this
market requires that providers be able to demonstrate to managed care payors the
ability to deliver a continuum of healthcare services on a cost competitive
basis that is geographically accessible to the covered lives.

Through its network of five hospitals, a home health agency, a skilled
nursing facility and a number of outpatient and physician clinics, the Company
is creating an integrated provider system that provides both extensive
geographic coverage and a full range of healthcare services. In order to
increase its profitability under its managed care contracts, the Company is
implementing several cost saving strategies. The Company has already achieved
cost savings at its SLRMC hospital through implementing staffing standards and
renegotiating existing contractual arrangements with a variety

48
<PAGE>
of service providers. These same procedures will be rapidly implemented in the
four recently acquired hospitals in this market. Furthermore, because the four
hospitals and related clinics are in the same county (with the fifth hospital
located in an adjacent county but within the total market area), the Company
will have the opportunity to gain operational efficiencies by sharing and
combining services to reduce operating costs. In the Utah market, the Company
currently has contracts with FHP International Corp. ("FHP") that cover
approximately 102,000 capitated lives and 13,000 PPO lives and contracts with
CIGNA, United Health and Blue Cross of Utah that cover a total of approximately
220,000 non-capitated lives.

CONSOLIDATING A MID-SIZE MARKET

The combined Fargo, North Dakota and Moorehead, Minnesota market has a
population of approximately 160,000 and an annual population growth rate of
approximately 4%. This market also has favorable demographics in terms of
employment, age and family income levels. This market is characterized by a low
level of managed care penetration with most of the healthcare payors being
traditional health insurance companies.

Historically, four not-for-profit hospitals had competed for patients in
this market. In 1992, the Company acquired two of the hospitals that were
underperforming financially. The Company immediately consolidated the facilities
into one hospital, eliminated duplicative services, reduced labor costs by
implementing productivity standards and eliminating excess levels of employees,
discontinued marginal services and sold the physical plant of the other
hospital. In addition to these actions, the Company funded needed capital
expenditures and strengthened relationships with physicians in order to enhance
its competitiveness within the market.

In 1994, the Company determined that it could extend its presence as well as
realize additional cost savings by forging a partnership with another hospital
in the market. The resulting DHHS partnership, which the Company manages, is now
a preeminent provider and has strengthened its competitive position against the
remaining hospital, which is the largest provider in the market. Through this
partnership, the Company has been able to achieve further cost savings by
eliminating burdensome contracts, consolidating certain services and eliminating
duplicative or otherwise marginal services. In order to further develop an
integrated healthcare delivery system in this market, the Company has acquired a
home health agency and opened a skilled nursing facility.

CONSTRUCTING A NEW FACILITY TO ENTER A LESS COMPETITIVE MARKET

The Midland, Texas market includes a population of approximately 120,000
with favorable demographics and a very low level of managed care penetration.
The Company viewed the Midland market as an opportunity to compete against a
large not-for-profit hospital that was not responsive to changing market forces
and generally had not been faced with significant competition from other
providers. Although Midland had been served by two hospitals for several years,
the not-for-profit hospital was by far the dominant provider.

In 1992, the Company acquired the other, smaller 60-bed facility, which had
an outdated and deteriorating physical plant and offered a limited range of
services, with the intention of closing the smaller facility and building a new
state of the art replacement hospital that could more effectively compete with
the not-for-profit hospital. The Company's newly constructed 101-bed WMC, which
includes a physician office building and a modern ambulatory diagnostic and
surgery center, opened in October 1995, and it continues to gain market share by
capitalizing on the advantages of having new facilities and technology,
providing a broad array of high quality healthcare services, focusing on patient
service and cultivating physician relationships. The Company believes WMC has
inherent cost efficiencies that have resulted from it being a newly constructed
facility.

BUILDING A REFERRAL BASE ACROSS A LARGE RURAL REGION

In Tennessee, the Company has built an integrated network providing a broad
array of healthcare services that covers 26 counties with a combined population
of approximately 900,000. The network is comprised of five home health agencies
with 20 satellite offices, which, in total, perform approximately

49
<PAGE>
500,000 home health visits annually, and seven rural health clinics. This
network has the effect of creating a large referral base for the Company's four
hospitals in this market and has allowed the Company to become one of the more
significant providers of healthcare in rural Tennessee.

RECENT TRANSACTIONS

ACQUISITION OF PHC SALT LAKE HOSPITAL

On May 17, 1996, Paracelsus acquired the PHC Salt Lake Hospital, a 125-bed
acute care hospital, including its surrounding campus, in Salt Lake City, Utah
from FHP for $70.0 million in cash. Paracelsus financed the acquisition of the
PHC Salt Lake Hospital with borrowings under the Existing Paracelsus Credit
Facility. Prior to the acquisition, the PHC Salt Lake Hospital was operated by
FHP, an HMO, principally to provide care to its HMO members. Accordingly, FHP
operated the PHC Salt Lake Hospital as a captive cost center for the sole
benefit of FHP and not as a business managed separately for profit. In
connection with the acquisition of the PHC Salt Lake Hospital, Paracelsus
entered into a 15-year exclusive provider agreement (the "FHP Exclusive Provider
Agreement") under which FHP will pay Paracelsus stated percentages of its
monthly HMO member premiums to guarantee FHP HMO members access to inpatient
care at all Paracelsus-operated hospitals in Salt Lake City, Utah, including the
PHC Salt Lake Hospital. Based upon information provided to Paracelsus by FHP, as
of March 31, 1996, FHP had approximately 102,000 covered lives who would be
subject to the FHP Exclusive Provider Agreement. In addition, the PHC Salt Lake
Hospital will continue to provide access to approximately 13,000 additional
covered lives under an FHP PPO contract under which FHP will make a
fee-for-service payment to Paracelsus.

The Company intends to change significantly the patient base of the PHC Salt
Lake Hospital. In addition to the FHP HMO and PPO members, the PHC Salt Lake
Hospital will enter into contracts with other insurance carriers and managed
care organizations and otherwise seek to serve the patients in its market. In
addition, the PHC Salt Lake Hospital will provide reference lab services and
emergency room services which are anticipated to generate additional revenues.
To date, Paracelsus has entered into non-capitated provider contracts to provide
services at the PHC Salt Lake Hospital with CIGNA, United Health and Blue Cross
("other payors"). Under those contracts, based on public disclosures made by
such other payors as of March 31, 1996, the Company believes that the PHC Salt
Lake Hospital will provide services to approximately 220,000 additional covered
lives. As a result of the expansion and diversification of the patient base, the
Company anticipates that over time a substantially reduced portion of the PHC
Salt Lake Hospital's total inpatient care will be comprised of services provided
to FHP members, with additional revenues generated through admissions by
independent practicing physicians and patients covered by other insurance
carriers, managed care organizations and the Medicare and Medicaid program.

The Company believes that the PHC Salt Lake Hospital acquisition and the
revenues anticipated to be received under the FHP Exclusive Provider Agreement
will complement the hospitals owned by Champion and the Columbia Hospitals (as
defined below) recently acquired by Paracelsus from Columbia. The Company does
not believe that the historical financial statements of the PHC Salt Lake
Hospital are relevant because the future operations will include services
provided to the general public as compared to its previous operations as a
captive cost center, which served only FHP members. As a result, the PHC Salt
Lake Hospital acquisition has been accounted for as an acquisition of assets.

ACQUISITION OF COLUMBIA HOSPITALS

On May 17, 1996, Paracelsus acquired Pioneer Valley Hospital ("Pioneer"), a
139-bed hospital in West Valley City, Utah; Davis Hospital and Medical Center
("Davis") a 120-bed hospital in Layton, Utah; and Santa Rosa Medical Center
("Santa Rosa"), a 129-bed hospital in Milton, Florida (Pioneer, Davis and Santa
Rosa, collectively, the "Columbia Hospitals") from Columbia. The consideration
for the Columbia Hospitals consisted of $38.5 million in cash and the exchange
of Paracelsus' Peninsula Medical Center, a 119-bed hospital located in Ormond
Beach, Florida ("Peninsula"); Elmwood Medical Center ("Elmwood"), a 135-bed
hospital located in Jefferson, Louisiana; and Halstead Hospital

50
<PAGE>
("Halstead"), a 190-bed hospital located in Halstead, Kansas (Peninsula, Elmwood
and Halstead collectively, the "Exchanged Hospitals"). Paracelsus also purchased
the real property of Elmwood and Halstead from a real estate investment trust
("REIT"), exchanged the Elmwood and Halstead real property for Pioneer's real
property and sold the Pioneer real property to the REIT (the "Real Property
Purchase and Sale Transaction"). The acquisition of the Columbia Hospitals was
accounted for as a purchase transaction. Paracelsus financed the cash portion of
the acquisition of the Columbia Hospitals from borrowings under the Existing
Paracelsus Credit Facility.

OTHER TRANSACTIONS

On March 1, 1996, Champion acquired from Columbia, Jordan Valley, a 50-bed
acute care hospital located in West Jordan, Utah, a suburb of Salt Lake City.
Champion acquired Jordan Valley in exchange for Autauga, an 85-bed acute care
hospital and a 72-bed skilled nursing facility, plus preliminary cash
consideration paid to Columbia of $10.8 million. The cash consideration included
$3.8 million for certain net working capital components, which are subject to
adjustment and final settlement by the parties, and reimbursement of certain
capital expenditures made previously by the seller. The transaction did not
result in a gain or loss. The Autauga facilities were acquired as part of
Champion's acquisition of AmeriHealth on December 6, 1994, through the
AmeriHealth Merger.

HOSPITAL PROPERTIES

The following table sets forth the name, location, type of facility, date of
acquisition and number of licensed beds for each of the hospitals operated by
the Company. Unless otherwise indicated, all hospitals are owned by the Company.

<TABLE>
<CAPTION>
DATE OF LICENSED
LICENSED FACILITY LOCATION TYPE OF FACILITY ACQUISITION(1) BEDS
<S> <C> <C> <C> <C>
CALIFORNIA
Bellwood General Hospital Bellflower Acute Care 2/08/82 85
Chico Community Hospital Chico Acute Care 4/28/85 123
Chico Community Rehabilitation Hospital(2) Chico Rehabilitative 6/30/94 60
Hollywood Community Hospital of Hollywood Los Angeles Acute Care 12/22/82 100
Hollywood Community Hospital of Van Nuys Van Nuys Psychiatric 11/01/82 59
Lancaster Community Hospital Lancaster Acute Care 2/01/81 131
Los Angeles Community Hospital Los Angeles Acute Care 8/08/83 136
Monrovia Community Hospital(3) Monrovia Acute Care 2/01/81 49
Norwalk Community Hospital Norwalk Acute Care 2/01/81 50
Orange County Community Hospital of Orange Orange Psychiatric 11/01/91 104
Orange County Hospital of Buena Park(4) Buena Park Psychiatric 2/01/81 55

UTAH
Davis Hospital and Medical Center Layton Acute Care 5/17/96 120
Jordan Valley Hospital West Jordan Acute Care 3/01/96 50
PHC Salt Lake Hospital Salt Lake City Acute Care 5/17/96 125
Pioneer Valley Hospital(2) West Valley City Acute Care 5/17/96 139
Salt Lake Regional Medical Center Salt Lake City Acute Care 4/13/95 200
</TABLE>

51
<PAGE>
<TABLE>
<CAPTION>
DATE OF LICENSED
LICENSED FACILITY LOCATION TYPE OF FACILITY ACQUISITION(1) BEDS
<S> <C> <C> <C> <C>
TEXAS
BayCoast Medical Center Baytown Acute Care 1/01/91 191
The Medical Center of Mesquite Mesquite Acute Care 10/01/90 176
Westwood Medical Center(5) Midland Acute Care 10/25/95 101

NORTH DAKOTA
Heartland Medical Center(6) Fargo Acute Care 9/01/93 141
Dakota Hospital(6) Fargo Acute Care 12/31/94 200

TENNESSEE
Cumberland River Hospital North(2) Celina Acute Care 10/01/85 36
Cumberland River Hospital South Gainesboro Acute Care 9/05/95 44
Fentress County General Hospital Jamestown Acute Care 10/01/85 84
Bledsoe County Hospital(2) Pikeville Acute Care 10/01/85 32

VIRGINIA
Metropolitan Hospital(7) Richmond Acute Care 12/06/94 180

MISSOURI
Lakeland Regional Hospital Springfield Psychiatric 10/01/94 149

FLORIDA
Santa Rosa Medical Center(2) Milton Acute Care 5/17/96 129

MISSISSIPPI
Senatobia Community Hospital(2) Senatobia Acute Care 1/01/86 76

LOUISIANA
Crossroads Regional Hospital Alexandria Psychiatric 10/01/94 70

GEORGIA
Flint River Community Hospital(2) Montezuma Acute Care 1/01/86 50
--------
Total licensed beds 3,245
--------
--------
</TABLE>

- ------------------------
(1) Reflects date facility was initially acquired by Paracelsus or Champion, as
applicable.

(2) Hospital facility is leased.

(3) Monrovia Community Hospital is operated as a joint venture with a physician
investor. Paracelsus owns a 51.0% interest in this joint venture.

(4) Orange County Hospital of Buena Park is owned subject to a mortgage securing
borrowings in the amount of $283,473 as of March 31, 1996.

(5) Constructed by Champion and placed in service October 25, 1995.

(6) Champion owns a 50.0% interest in and operates DHHS, a partnership that owns
the hospital.

(7) Champion owns an 89.0% general partnership interest in a limited partnership
that owns the hospital.

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<PAGE>
SELECTED OPERATING STATISTICS

The table below sets forth selected operating statistics of the Company's
acute care, psychiatric and rehabilitative hospitals during the periods
presented.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
SEPTEMBER 30, 1995 (1) MARCH 31, 1996
----------------------- -----------------------
CONSOLIDATED CONSOLIDATED
HOSPITALS DHHS HOSPITALS DHHS
<S> <C> <C> <C> <C>
Number of hospitals at period end.............................. 29 2 28 2
Licensed beds at period end.................................... 2,964 341 2,845 341
Admissions..................................................... 67,154 10,096 35,822 4,676
Adjusted admissions(2)......................................... 97,553 15,628 52,811 7,358
Average length of stay (days):
All beds..................................................... 6.2 5.5 5.9 5.7
Medical-surgical............................................. 5.2 4.4 5.1 4.5
Psychiatric.................................................. 11.7 9.6 11.3 8.5
Patient days................................................... 415,882 55,476 212,851 26,618
Adjusted patient days(3)....................................... 604,141 85,876 313,797 41,884
Occupancy rate(4).............................................. 40% 45% 41% 43%
Deliveries..................................................... 4,642 1,449 2,777 630
Total surgeries................................................ 39,272 9,769 19,688 4,569
Outpatient visits(5)........................................... 1,189,797 126,211 741,378 59,721
Gross outpatient revenues as a percent of gross operating
revenues...................................................... 31% 35% 32% 36%
</TABLE>

- ------------------------------
(1) Includes Champion data for its year ended December 31, 1995.

(2) Total admissions for the period multiplied by the ratio of total patient
revenue divided by total inpatient revenue.

(3) Total patient days for the period multiplied by the ratio of total patient
revenue divided by total inpatient revenue.

(4) Average daily census for the period divided by licensed beds.

(5) Includes emergency room and home health agency visits.

COMPETITION

The competition for patients among hospitals and other healthcare providers
has intensified in recent years as hospital occupancy rates have declined. This
decline is attributable to several factors, including cost containment
pressures, changing medical technology, changing government regulations and
utilization management. Such factors have prompted new competitive strategies by
hospitals and other healthcare providers. Among these strategies is an
increasing emphasis on outpatient healthcare delivery procedures (E.G.,
outpatient surgery, diagnostic centers and home healthcare), which tend to
eliminate or reduce the length of hospital stays.

The Company believes that one of the most significant factors in the
competitive position of a hospital is the number and quality of the physicians
affiliated with such hospital, because physicians determine the majority of
hospital admissions. Although physicians may at any time terminate their
affiliation with a hospital operated by the Company, the Company seeks to retain
physicians of varied specialties on its hospitals' medical staffs and to attract
other qualified physicians. The Company believes that physicians refer patients
to a hospital primarily on the basis of the quality of services it renders to
patients and physicians, the quality of other physicians on the medical staff,
the location of the hospital and the quality of the hospital's facilities,
equipment and employees. However, physicians affiliated with certain managed
care providers may be precluded from utilizing the Company's facilities for
their patients, or referring patients to doctors using the Company's facilities,
if the facility or referred doctors are not currently contracting with such
managed care providers.

53
<PAGE>
The competitive position of a hospital is also affected by its management's
ability to negotiate service contracts with purchasers of group healthcare
services, including employers, PPOs and HMOs. PPOs and HMOs attempt to direct
and control the use of hospital services through "managed care" programs and to
obtain discounts from hospitals' established charges, and, in return, hospitals
acquire access to a large number of potential patients. In addition, employers
and traditional health insurers are increasingly interested in containing costs
through negotiations with hospitals for managed care programs and discounts from
established charges. Of importance to a hospital's competitive position is its
ability to obtain contracts with PPOs and HMOs and other organizations that
finance healthcare. Managed care providers are increasingly contracting with
hospitals or networks of hospitals that can provide a full range of services in
a particular market. Accordingly, the Company is attempting to join or establish
hospital networks and to increase services to compete for contracts in such
markets.

MEDICARE, MEDICAID AND OTHER REVENUE

GENERAL

The Company receives payment for services rendered to patients from private
insurers, managed care providers, the Federal government under the Medicare
program, state governments under their respective Medicaid programs and directly
from patients. The table below sets forth the approximate percentages of the
historical gross operating revenues derived by the facilities of the Company and
of DHHS from Medicare, Medicaid and private insurance and all other payors for
the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
SEPTEMBER 30, 1995(1) MARCH 31, 1996
--------------------- ---------------------
CONSOLIDATED CONSOLIDATED
HOSPITALS DHHS HOSPITALS DHHS
<S> <C> <C> <C> <C>
Medicare.................................................... 45% 46% 46% 46%
Medicaid.................................................... 13% 9% 14% 9%
Private insurance and all other payors...................... 42% 45% 40% 45%
</TABLE>

- ------------------------
(1) Includes Champion data for its year ended December 31, 1995.

In addition, the Company's revenues depend on the level of inpatient census
at its hospitals, the volume of outpatient services at its hospitals and
outpatient facilities, the acuity of patients' conditions and charges for
services. The approximate percentages of historical gross patient revenue for
inpatient and outpatient services for the Company and for DHHS for the periods
indicated were as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
SEPTEMBER 30, 1995(1) MARCH 31, 1996
--------------------- ---------------------
CONSOLIDATED CONSOLIDATED
HOSPITALS DHHS HOSPITALS DHHS
<S> <C> <C> <C> <C>
Inpatient services.......................................... 69% 65% 68% 64%
Outpatient services......................................... 31% 35% 32% 36%
</TABLE>

- ------------------------
(1) Includes Champion data for its year ended December 31, 1995.

MEDICARE

The Medicare program is a Federal healthcare program created by the Social
Security Act Amendments of 1965. Each of the Company's hospitals is certified as
a provider of services under the Medicare program. Revenues attributable to
Medicare patients represented 45% and 46% of the Company's historical gross
operating revenues in fiscal 1995 and in the six months ended March 31, 1996,
respectively. The Medicare program has changed significantly during the past
several years, and these changes have had and will continue to have a
significant effect on the Company's hospitals. In addition, the requirements for
certification in the Medicare program are subject to change, and, in order to
remain qualified for the program, it may be necessary for the Company to make
changes from

54
<PAGE>
time to time in its facilities, equipment, personnel and services. Although the
Company intends to continue its participation in the Medicare program, there is
no assurance that it will continue to qualify for participation.

Pursuant to the Social Security Act Amendments of 1983 and subsequent budget
reconciliations and modifications, Congress adopted a prospective payment system
("PPS") under which a hospital is paid a predetermined amount for each Medicare
inpatient discharge depending on the patient's diagnosis and related procedures.
Generally, under the PPS, if the costs of meeting the health needs of the
patient are greater than the predetermined payment rate, the hospital must
absorb the loss. Conversely, if the cost of the services provided is less than
the predetermined payment, the hospital retains the difference.

Prior to 1988, Medicare reimbursed hospitals for 100% of their share of
capital related costs, which included depreciation, interest, taxes and
insurance related to plant and equipment for inpatient hospital services. The
reimbursed rate was reduced thereafter to 85% of costs. Federal regulations
effective October 1, 1991 created a PPS for inpatient capital costs to be phased
in over a 10-year transition period from a hospital-based rate to a fully
Federal payment rate or a per-case rate. Such a method of capital cost payment
could have a material adverse effect on the operating revenues of the Company.

Recent legislation has reduced projected increases for Medicare payments to
providers for hospital outpatient services. The payment rate for hospital
outpatient surgery and hospital radiology services is limited to a blend of 42%
of reasonable costs and 58% of Medicare's prospective rates. The payment rate
for other outpatient diagnostic services is limited to a blend of 50% of
reasonable costs and 50% of the prospective rates. Furthermore, studies are
currently in process at the Health Care Financing Administration (the "HCFA")
that propose converting payment for all outpatient services (including home
health services), inpatient psychiatric services and skilled nursing care to a
prospective payment system. Congress is presently considering further
significant reductions in projected increases in Medicare payments to providers.
The financial effect of these changes may have a negative impact on the Company,
although the exact method of implementing these reductions and whether a
prospective payment system for outpatient services or inpatient psychiatric and
home health services and skilled nursing care will be adopted are not yet known.

Pursuant to the Omnibus Budget Reconciliation Act of 1990, Congress revised
the Gramm-Rudman budget and sequestration process and established a
"pay-as-you-go" system for entitlement programs, including Medicare. Legislation
increasing entitlements and/or reducing revenues must be deficit-neutral (i.e.,
it must pay for itself by a reduction in entitlement spending elsewhere or
additional revenues). Legislation violating the pay-as-you-go principle would
trigger a sequestration of entitlement program funds in the same amount that
such legislation added to the deficit. Up to a maximum of 4% of Medicare program
funds would be included among those sequestered. Medicaid program funds,
however, continue to be exempt from sequestration. Payment reductions under the
revised sequestration process were not implemented in fiscal years 1993, 1994 or
1995. If implemented in future years, these reductions could have a material
adverse effect on the Company's operating revenues. However, because the actual
amount of the reduction for any fiscal year may vary according to the Federal
deficit, the financial impact of the revised process on the Company cannot be
predicted.

The Medicare program makes additional payments to those healthcare providers
that serve a disproportionate share of low income patients. The qualification
and funding for disproportionate share payments can vary by fiscal year.
Disproportionate share payments for future years could vary significantly from
historical payments.

Within the statutory framework of the Medicare program, there are
substantial areas subject to administrative rulings, interpretations and
discretion that may affect payments made under the program. In addition, the
Federal government might, in the future, reduce the funds available for, or
require more stringent utilization of, hospital facilities, either of which
could have a material adverse effect on the Company's future income.

55
<PAGE>
MEDICAID PROGRAM

Medicaid (Title XIX of the Social Security Act) is a program of medical
assistance that is administered by each state. Each of the Company's hospitals
is certified for participation in the various state Medicaid programs, although
not all of the Company's hospitals have chosen to participate. In fiscal 1995
and for the six months ended March 31, 1996 on a combined historical basis the
Company's facilities derived approximately 13% and 14%, respectively, of their
gross operating revenues from Medicaid programs. Payment for inpatient services
varies by state, but a majority of states pays either a fixed, pre-determined
daily rate or a fixed payment for each type of service.

The Medicaid program also makes additional payments to those healthcare
providers that serve a disproportionate share of low income patients. The
methodology used to determine qualification and funding will vary by state. The
qualification and funding for disproportionate share payments can vary by fiscal
year. Disproportionate share payments for future years could vary significantly
from historical payments.

REGULATION AND OTHER FACTORS

GENERAL

All hospitals are subject to compliance with various Federal, state and
local statutes, regulations and ordinances, and receive periodic inspection by
state and local licensing agencies, as well as by nongovernmental organizations
acting under contract or pursuant to Federal law, to review compliance with
standards of medical care and requirements concerning facilities, equipment,
staffing, cleanliness and related matters. The Company's hospitals must comply
with the licensing requirements of state and local health agencies, as well as
the requirements of municipal building codes, health codes and local fire
departments. All of the Company's hospitals have obtained the licenses that the
Company believes are necessary under applicable law for the operation of the
hospitals. In addition, all of the Company's hospitals are presently accredited
by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO")
except for one rural hospital in Georgia, which is surveyed annually by state
regulatory authorities.

CERTIFICATE OF NEED REQUIREMENTS

In recent years, many states have enacted legislation regulating the
establishment or expansion of hospital facilities and services. In certain
states, prior to the construction of new hospitals, the expansion of old
hospitals or the introduction of certain new services in existing hospitals, one
must obtain a CON by demonstrating to either state or local authorities, or
both, that it is in compliance with plans adopted by such authorities, or
receive an exemption from CON requirements by demonstrating that the project is
covered by statutory and regulatory exemption provisions. This requirement can
increase the cost (in time and money) of a project, and may affect the
feasibility of some projects. Of the 11 states in which the Company operates, a
CON is required in Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee
and Virginia.

HOSPITAL INSPECTIONS AND REVIEWS

JCAHO regularly conducts an on-site review and inspection of every hospital
seeking to obtain or maintain its accreditation. Hospitals accredited by JCAHO
are deemed to be in compliance with the standards for participation in the
Medicare program, although Medicare can conduct its own compliance reviews.

During fiscal 1995, three Paracelsus facilities had full JCAHO reviews. All
such facilities maintained full three-year accreditation. In addition to JCAHO
inspections and inspections conducted by certain state and local regulatory
authorities, the HCFA, generally in response to specific complaints from
patients but also occasionally on a random basis, causes hospitals participating
in the Medicare program to be inspected. Since fiscal 1995, three facilities had
state regulatory surveys, some of which may have been done on behalf of the
HCFA, and all of those facilities remained eligible to participate in

56
<PAGE>
the Medicare program. In addition, all of Champion's hospitals are accredited by
JCAHO, including Champion's newly constructed hospital in Midland, Texas, which
received its provisional accreditation in the first quarter of 1996.

REGULATORY COMPLIANCE

The operation of healthcare facilities is subject to Federal, state and
local regulations. Facilities are subject to periodic inspection by state
licensing agencies to determine whether the standards of medical care provided
therein comply with licensing standards. The Company believes that all of its
healthcare facilities are in substantial compliance with such Federal, state and
local regulations and licensing requirements.

OTHER FEDERAL STATUTES AND REGULATIONS

Effective January 1, 1995, the so-called Stark II law bars physicians from
referring Medicare and Medicaid patients to 11 designated health services in
which the physicians have an investment or compensation arrangement. The HCFA
has not set a target date for proposing the Stark II regulations, but it finally
issued the so-called Stark I regulations on August 14, 1995. (Stark I bans
physicians from referring Medicare and Medicaid patients to clinical
laboratories in which they have a financial interest.) The HCFA has stated that
the Stark I regulations will also be applicable to Stark II.

The HCFA plans to require healthcare entities, including hospitals, to sign
a declaration form in which they promise not to bill Medicare for patients
referred by a physician who has a prohibited financial relationship with the
entity. The HCFA will keep those forms on file. Physicians who own an interest
in a designated health service will also be asked to sign a declaration form
saying they will not refer Medicare patients to that service. The entity will
keep the physician forms on file, and the HCFA will check to see that entities
are keeping the forms.

In addition, the Antifraud Amendments provide criminal penalties for
individuals or entities participating in the Medicare or Medicaid programs who
knowingly and willfully offer, pay, solicit or receive remuneration in order to
induce referrals for items or services reimbursed under such programs. In
addition to felony criminal penalties, the Social Security Act also establishes
the intermediate sanction of excluding violators from Medicare or Medicaid
participation. The HHS has promulgated regulations that define certain Safe
Harbors for arrangements that would not violate the Antifraud Amendments. Any
venture that meets all the conditions of an applicable Safe Harbor will be
exempt both from prosecution and exclusion under the Antifraud Amendments.

None of the Company's joint ventures with physician investors falls within
any of the defined Safe Harbors. The fact that the terms of a venture do not
satisfy applicable Safe Harbor criteria, however, does not mean that the venture
is illegal but does mean that the venture may be subject to review. Under the
Company's joint venture arrangements, physician investors are not and will not
be under any obligation to refer or admit their patients, including Medicare or
Medicaid beneficiaries, to receive services at the Company's facilities, nor are
distributions to those physician investors contingent upon or calculated with
reference to referral by the physician investors. On the basis thereof, the
Company does not believe the ownership of interests in or receipt of
distributions from its joint ventures would be construed to be knowing and
willful payments to the physician investors to induce them to refer patients in
violation of the Antifraud Amendments. There can be no assurance, however, that
government officials charged with responsibility for enforcing the prohibitions
of the Antifraud Amendments will not assert that one or more of the Company's
joint ventures are in violation of the Antifraud Amendments. To date, none of
the Company's current joint ventures has been reviewed by any governmental
authority for compliance with the Antifraud Amendments.

STATE STATUTES AND REGULATIONS

Each of the states in which the Company does business has a state medical
practice act that prohibits unprofessional conduct of physicians, including
failure to conform to the ethical standards of the profession. A physician who
is found to have violated a state medical practice act may be subject to
disciplinary action up to and including loss of the physician's license to
practice medicine. Certain

57
<PAGE>
states as well as Federal regulations require disclosure by physicians of an
investment interest in a facility to which the physician refers, and most state
medical associations require such disclosure to meet ethical standards.
Moreover, the American Medical Association's ethical opinions generally
proscribe as unprofessional any conduct or transaction by a physician that
places the physician's own financial interest above the welfare of the
physician's patients or results in the provision of unnecessary services or
overutilization of services or facilities. The ethical opinions also require
that a physician disclose any ownership interest to his or her patient prior to
referral.

Certain states in which the Company operates also have laws that prohibit
payments to physicians for patient referrals. These statutes may involve
criminal as well as civil penalties which may impact the operations at the
Company's facilities. The scope of these laws is broad, and little precedent
exists for their interpretation or enforcement. The Company monitors
developments in this area of law and will from time to time determine what steps
are necessary to ensure that patients at its facilities receive required
disclosures, and it will, accordingly, revise disclosure requirements for its
facilities and for physician limited partners as necessary.

Some states have also enacted their own version of Stark II prohibiting
physician ownership in designated health services. Although the Company believes
that its joint ventures have been structured to comply with all applicable
Federal and state laws, no assurance can be given that the ventures will not be
reviewed and challenged by enforcement authorities empowered to do so or that
the ventures, if challenged, would prevail. No documents or agreements have been
challenged by any regulatory authorities alleging that distributions to any
joint venture's partners violate any governmental or ethical prohibitions
against illegal remuneration arrangements, kickbacks, commissions, bonuses or
rebates.

HEALTHCARE REFORM LEGISLATION

Federal and state legislators continue to consider legislation that could
significantly impact Medicare, Medicaid and other government funding of
healthcare costs. Initiatives currently before Congress, if enacted, would
significantly reduce payments under various government programs, including,
among others, payments to disproportionate share and teaching hospitals. A
reduction in these payments would adversely affect net revenue and operating
margins at certain of the Company's hospitals. The Company is unable to predict
what legislation, if any, will be enacted at the Federal and state level in the
future or what effect such legislation might have on the Company's financial
position, results of operations or liquidity.

ENVIRONMENTAL MATTERS

The Company is subject to various Federal, state and local statutes and
ordinances regulating the discharge of materials into the environment. The
Company's management does not believe that the Company will be required to
expend any material amounts in order to comply with these laws and regulations
or that compliance will materially affect its capital expenditures, earnings or
competitive position.

MEDICAL STAFF AND EMPLOYEES

At March 31, 1996, approximately 3,100 licensed physicians were members of
the medical staffs of the Company's hospitals. Many of these professionals also
serve on the staffs of other nearby competing hospitals. Approximately 270
physicians were under contract with the Company's hospitals at March 31, 1996,
primarily to staff emergency rooms, to provide ancillary services and to serve
in other support capacities. As of March 31, 1996, the Company had approximately
9,300 employees, of which approximately 1,300 were covered by collective
bargaining agreements.

Hollywood Community Hospital, Lancaster Community Hospital, Chico Community
Hospital and University Convalescent Hospital are the Company's only facilities
with employees represented by unions. The Company believes that its relationship
with its employees is satisfactory.

As of March 31, 1996, DHHS had approximately 1,400 employees. Approximately
170 physicians were active members of the medical staff, many of whom also serve
on the staffs of competing

58
<PAGE>
hospitals, and approximately 25 physicians were under contract to staff the
emergency room and serve in support capacities. None of DHHS' employees is
covered by a collective bargaining agreement.

LIABILITY INSURANCE

Paracelsus is self-insured for the first $500,000 per occurrence of general
and professional liability risks occurring after October 1, 1987 and the first
$250,000 per occurrence of workers' compensation liability risks occurring after
October 1, 1992. Paracelsus formed Hospital Assurance Company, Ltd., a wholly
owned subsidiary ("HAC"), in order to insure the general and professional and
workers' compensation risks beginning October 1, 1992. In addition, Paracelsus
owns approximately 10% of Hospital Underwriters Group ("HUG"), which insures the
first $2.5 million per occurrence of claims in excess of $500,000, and reinsures
amounts over $3.0 million per occurrence with unrelated third-party commercial
insurance carriers, up to $100.0 million per occurrence. Upon consummation of
the Merger, the Company intends for Champion and its subsidiaries to be insured
by HAC and HUG in the same manner and to the same extent as the current
subsidiaries of the Company. Prior to the Merger, Champion and its subsidiaries
maintained a program of insurance that Champion believed was adequate to cover
the claims and legal actions to which it and its subsidiaries were subject in
the ordinary course of business.

LITIGATION RELATING TO THE MERGER

Certain holders of Champion Common Stock have filed a purported class action
lawsuit in the Chancery Court of the State of Delaware, naming as defendants
certain members and a former member of the Champion Board of Directors, Messrs.
Charles R. Miller, James G. VanDevender, James A. Conroy, Manuel M. Ferris,
David S. Spencer, Nolan Lehmann, Paul B. Queally, Scott F. Meadow, William G.
White and Richard D. Sage (collectively, the "Individual Defendants"), and
Champion and Paracelsus. The plaintiffs claim, among other things, that the
Merger and the exchange ratio for the Champion Common Stock pursuant thereto are
unfair and inadequate, that the Individual Defendants violated their fiduciary
duties to Champion and its public stockholders by failing to actively pursue the
acquisition of Champion by other companies or conduct an adequate market check,
and that Paracelsus knowingly aided and abetted the breaches of fiduciary duty
committed by the Individual Defendants. Plaintiffs seek preliminary and
permanent injunctions against the proposed Merger. In addition, plaintiffs seek
an accounting of all profits realized by the defendants, as well as monetary
damages for an unspecified amount, and costs and attorneys' and experts' fees.

CERTAIN OTHER LEGAL PROCEEDINGS

During March 1996, Paracelsus settled two lawsuits in connection with the
operation of its psychiatric programs. Paracelsus recognized an unusual charge
for settlement costs totaling $22.4 million in the six months ended March 31,
1996 which consisted of settlement payments, legal fees and the write off of
certain psychiatric accounts receivables in connection with the settlement of
the two lawsuits. Paracelsus did not admit liability in either case but resolved
the disputes through the settlements in order to reestablish a business
relationship and/or avoid further legal costs in connection with the disputes.
Paracelsus and the plaintiff insurance company have reestablished their business
relationship. See "Paracelsus Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Paracelsus Selected Historical
Consolidated Financial and Operating Data."

The Company is subject to claims and suits in the ordinary course of
business, including those arising from care and treatment afforded at the
Company's acute care, psychiatric and rehabilitative hospitals and skilled
nursing facilities, and maintains insurance and, where appropriate, reserves
with respect to the possible liability arising from such claims. The Company
believes that the ultimate resolution of the proceedings presently pending
against Paracelsus or Champion (or any of the Company's other subsidiaries) will
not have a material adverse effect on the Company's consolidated financial
position or results of operations.

59
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

At the Effective Time, the authorized number of directors on the Board will
be nine. After the Effective Time, the Board will be divided into three classes,
as nearly equal in number as possible, with the initial term of office of Class
I directors to expire at the 1997 annual meeting of shareholders, the initial
term of office of Class II directors to expire at the 1998 annual meeting of
shareholders and the initial term of office of Class III directors to expire at
the 1999 annual meeting of shareholders, with each class of directors to hold
office until their successors have been duly elected and qualified.

The Class III directors will be Dr. Krukemeyer and Messrs. Messenger and
Miller. The Class II directors will be Messrs. VanDevender and Lange and Mr.
Angelo R. Mozilo. The Class I directors will be Messrs. Conroy and Hofmann and
Mr. Daryl J. White. As contemplated by the shareholder agreement between the
Paracelsus Shareholder and the Company to be entered into upon the consummation
of the Merger (the "Shareholder Agreement"), Dr. Krukemeyer and Messrs.
Messenger, Lange and Hofmann will each be the initial representative of the
Paracelsus Shareholder and Messrs. Conroy, Mozilo and White will each be an
Independent Director (as defined below). After the Effective Time, the
Shareholder Agreement, the Company's Amended and Restated Articles of
Incorporation (the "Articles") and the Company's Amended and Restated Bylaws
(the "Bylaws") will provide that the Board may be enlarged by up to three
additional Independent Directors if the beneficial ownership of Common Stock of
the Paracelsus Shareholder falls below certain levels. For these purposes, an
"Independent Director" is a director of the Board who is not a Shareholder
Director (as defined below), a "Transferee Director" (as defined in the
Shareholder Agreement) or an officer of the Company or any of its subsidiaries.

The following table sets forth certain information with respect to those
individuals who will serve as directors and executive officers of the Company
immediately following the Effective Time:

<TABLE>
<CAPTION>
NAME AGE PROJECTED POSITION WITH THE COMPANY
<S> <C> <C>
Dr. Manfred G. Krukemeyer 34 Chairman of the Board
R.J. Messenger 51 Vice Chairman of the Board and Chief Executive Officer
Charles R. Miller 57 President, Chief Operating Officer and Director
James G. VanDevender 48 Executive Vice President, Chief Financial Officer and Director
Ronald R. Patterson 54 Executive Vice President and President, Healthcare Operations
Robert C. Joyner 49 Senior Vice President, Secretary and General Counsel
David R. Topper 48 Senior Vice President, Development
George Asbell 47 Senior Vice President, Operations
W. Warren Wilkey 51 Senior Vice President, Operations
Michael M. Brooks 47 Senior Vice President, Acquisitions
James T. Rush 49 Senior Vice President
Lawrence A. Humphrey 40 Senior Vice President, Corporate Finance
Michael D. Hofmann 56 Director
Christian A. Lange 57 Director
James A. Conroy 35 Director
Angelo R. Mozilo 57 Director
Daryl J. White 48 Director
</TABLE>

Dr. Krukemeyer, a German medical doctor, has been a director of the Company
since its inception in January 1981, and Chairman of the Paracelsus Board since
the death of his father, Dr. Hartmut

60
<PAGE>
Krukemeyer, the Company's founder and previous Chairman of the Board, in May
1994. Dr. Krukemeyer was Vice Chairman of the Board from November 1983 until May
1994. Dr. Krukemeyer is also the Chief Executive Officer and sole shareholder of
Paracelsus Klinik Osnabruck, which owns and operates 37 hospitals ranging in
size from 100 to 400 beds in Germany, England and Switzerland. Dr. Krukemeyer is
a graduate of the University of Vienna School of Medicine and practiced medicine
in Europe before assuming full time business responsibilities in 1992.

Mr. Messenger joined the Company in March 1984, as President, Chief
Operating Officer and Secretary of the Company. He was promoted to Chief
Executive Officer in 1992. Mr. Messenger has been a director since joining the
Company in 1984. Prior to joining the Company, Mr. Messenger was the Regional
Vice President of the National Medical Enterprises, Inc. ("NME") (now Tenet
Healthcare) Southwestern and Eastern regions, and the Senior Vice President,
Acquisitions and Development/Hospital Group, where he was responsible for all
acquisitions and development projects on a national basis. Mr. Messenger has
over 27 years of experience in the hospital industry. Mr. Messenger serves on
the Board of Directors of the Federation of American Health Systems, the
California Hospital Association and the Health Resources Institute, Inc. Mr.
Messenger also serves as an advisory member on the Board of Directors of Liberty
Mutual Insurance Company and on the Board of Councilors of the University of
Southern California ("USC"). Mr. Messenger received a BS degree in Industrial
Engineering in 1967 and a Masters degree in Healthcare Administration in 1969,
both from USC.

Mr. Miller has been the Chairman, President and Chief Executive Officer of
Champion since its founding in February 1990. Mr. Miller has over 37 years of
experience in the hospital industry. In 1981, he co-founded Republic Health
Corporation ("Republic"), serving as President and a director of the company. In
less than three years, Republic had revenues of $540 million and was the fifth
largest publicly-held hospital management company, owning 23 acute care
hospitals, 20 psychiatric and substance abuse facilities and managing 18
hospitals and 3 specialty units. In 1986, Republic was acquired in a leveraged
buy-out for $800 million. Mr. Miller, who declined to participate in the
leveraged buyout of Republic, resigned as an officer and director of Republic in
1986. After leaving Republic, Mr. Miller and Mr. Brooks acquired in 1987 a
general acute care hospital in El Paso, Texas and subsequently sold that
facility in late 1988. During 1989, Mr. Miller did limited healthcare consulting
and developed the business plan for Champion. Prior to co-founding Republic, Mr.
Miller was employed for seven years by Hospital Affiliates International
("HAI"). Mr. Miller received a BBA in Personnel Management from Texas Tech
University in 1968 and a Masters degree in Public Health Administration from the
University of Texas in 1974.

Mr. VanDevender has been the Executive Vice President, Chief Financial
Officer, Secretary and Director of Champion since its formation in February
1990. Mr. VanDevender has approximately 24 years of experience in the hospital
industry, including management positions in accounting and finance at the
hospital level, and senior executive positions in accounting, finance,
acquisitions and development and operations at the corporate level of
multi-hospital companies. Mr. VanDevender was employed with Republic from 1981
until 1987 and was a Senior Vice President primarily responsible for Republic's
acquisition and development function. Before joining Republic, Mr. VanDevender
was employed for four years by HAI. From 1987 until 1990, Mr. VanDevender
pursued private investments. He received his undergraduate degree in Accounting
from Mississippi State University in 1970.

Mr. Patterson has been Executive Vice President and Chief Operating Officer
of Champion since 1994 after joining Champion in 1992 as Senior Vice President
- -- Operations. Mr. Patterson has 26 years of experience in the healthcare
industry. His operational responsibilities have included community hospitals,
large university teaching hospitals, psychiatric hospitals, contract management
of hospitals and specialty units and mobile diagnostic services. Prior to
joining Champion, he was a Senior Vice President with Harris Methodist Health
System, a Fort Worth, Texas not-for-profit healthcare system from 1990 until
1991. From 1988 until 1990, Mr. Patterson did private turnaround

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<PAGE>
management consulting in the healthcare industry. From 1982 to 1988, Mr.
Patterson was employed by Republic, serving initially as an Operations Vice
President and subsequently as Senior Vice President with responsibility for a
major operating division. From 1975 to 1981, Mr. Patterson was employed in
various management positions by HAI. Mr. Patterson is a Fellow in the American
College of Health Care Executives. He received his undergraduate degree from the
University of Houston in 1965 and a Masters degree in Health Care Administration
from Trinity University in 1973.

Mr. Joyner joined the Company as Vice President, Corporate Counsel and
Assistant Secretary in 1986. Prior to joining the Company, Mr. Joyner served as
Senior Vice President and Assistant General Counsel for NME. Mr. Joyner is a
member of the California and Florida Bars, has practiced law since 1972 and has
approximately 20 years of experience in the healthcare industry. In addition to
his responsibilities as General Counsel, he is responsible for the Paracelsus
departments of Human Resources and Insurance and Risk Management. Mr. Joyner
graduated with a BSBA degree in 1969 and a JD in 1972, both from the University
of Florida.

Mr. Topper joined the Company in February 1981, and in January 1985 became
its Vice President, Development. He was promoted to Senior Vice President in
1993. Prior to joining the Company, Mr. Topper was with Community Psychiatric
Centers in various senior management positions.

Mr. Asbell joined the Company in September 1985 as Senior Financial Officer
for the Eastern Region. He was promoted to Regional Vice President, Operations
and Development in 1988 and served in that capacity until 1995 when he was
promoted to Senior Vice President, Operations. He is responsible for all
hospital operations of the Company. Prior to joining the Company, Mr. Asbell
served for five years in various capacities with American Medical International.

Mr. Wilkey joined Champion in 1995 and has served as Senior Vice President
- -- Market Operations of Champion since February 1996. From January 1995 to
January 1996, Mr. Wilkey served as Vice President, Operations. Mr. Wilkey has
approximately 26 years of experience in the healthcare industry, including group
hospital operations, hospital administration and ancillary service management.
For the six years prior to joining Champion, Mr. Wilkey was a Vice President and
Director of Group Operations for Epic Healthcare Group, a publicly-held hospital
ownership and management company.

Mr. Brooks has served as Senior Vice President -- Development since February
1996, and Senior Vice President -- Operations Controller/Administration of
Champion since January 1992. From 1989 until 1992, Mr. Brooks did private
consulting within the healthcare industry and was associated with Champion in
this capacity from February 1991 to December 1991.

Mr. Rush joined the Company as Vice President, Finance and Chief Financial
Officer in February 1985. Prior to joining the Company, Mr. Rush was the Senior
Vice President and Chief Financial Officer for over eight years at Summit Health
Ltd., a healthcare company similar in size and operations to the Company. Mr.
Rush is a Certified Public Accountant.

Mr. Humphrey has served as Senior Vice President -- Corporate Finance of
Champion since February 1996 and prior to that as Vice President of Operations
- -- Finance of Champion. Prior to joining Champion in September 1993, Mr.
Humphrey worked for NME from 1981. Mr. Humphrey has over 15 years of experience
in healthcare finance and operations. Mr. Humphrey is a Certified Public
Accountant.

Mr. Hofmann has been a director of the Company since 1983. He has been an
international consultant in finance and banking, with his own consulting
practices in London, England and Fribourg, Switzerland for more than the last
five years. In addition, between 1990 and 1992 Mr. Hofmann was Chief Executive
Officer of Swiss Bank Corporation in Germany.

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<PAGE>
Mr. Lange has been a director of the Company since 1983. He has been
President of European Investors, Inc. since 1983, and has served as Chairman of
the Board of European Investors Corporate Finance, Inc. Prior to 1983, he was a
senior executive with Friedrich Flick Industrieverwaltung KgaA of Dusseldorf,
Germany.

Mr. Conroy has been a general partner of OGP Partners, L.P., the general
partner of The Olympus Private Placement Fund, L.P. ("Olympus"), since 1990. Mr.
Conroy is also a general partner of OGP II, L.P., the general partner of Olympus
Growth Fund II, L.P. Olympus invests in growth companies, acquisitions and
restructurings through the purchase of private equity and equity-linked
securities.

Mr. Mozilo has been President of Countrywide Mortgage Inc. since its
inception in 1985 and a director since October 1987. He is co-founder of
Countrywide Credit Industries, Inc. and has been Vice Chairman of the Board of
Directors and Executive Vice President since its formation in March 1969. Mr.
Mozilo has served since 1978 as President of Countrywide Home Loans, Inc.

Mr. White has been Chairman of Pinnacle Micro, Inc. since May 1996. He was
Senior Vice President, Finance and Chief Financial Officer for Compaq Computer
Corp. ("Compaq") from May 1989 to May 1996. He joined Compaq in January 1983 as
Director of Information Management and was named Corporate Controller in May
1984, Vice President and Corporate Controller in January 1986 and Vice
President, Finance and Chief Financial Officer in October 1988.

COMMITTEES OF THE BOARD

EXECUTIVE COMMITTEE

Under the Articles and the Bylaws, the Board may, by resolution passed by
the affirmative vote of at least 75% of the Board, appoint from its membership,
annually, an executive committee of two or more directors, which shall include
the Chief Executive Officer and the President of the Company. The Board may
designate in such resolution one or more directors as alternate members of the
Executive Committee, who may replace any absent or disqualified member at any
meeting of the committee. The Executive Committee, during the intervals between
meetings of the Board, will have authority and power to act on behalf of the
Board as provided in the Bylaws. After the Merger, the initial members of the
Executive Committee will be Messrs. Messenger, Miller and VanDevender.

OTHER COMMITTEES OF THE BOARD

The Board may, by resolution adopted by a majority of the authorized number
of directors, designate one or more other committees, each consisting of two or
more directors, to serve at the pleasure of the Board. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. The appointment of members or
alternate members of a committee requires the vote of a majority of the
authorized number of directors. Any such committee shall have authority to act
in the manner and to the extent provided in the resolution of the Board and may
have all the authority of the Board, except with respect to the limitations as
set forth in the Bylaws.

After the Merger, the Board will have the following committees, in addition
to the Executive Committee, and the following respective initial members: (i)
the Audit Committee (Messrs. Conroy, Mozilo and White), (ii) the Finance and
Strategic Planning Committee (Messrs. Hofmann and Lange and one Independent
Director to be named) and (iii) the Compensation Committee (Dr. Krukemeyer and
two Independent Directors to be named).

MEETINGS AND ACTIONS OF COMMITTEES

Meetings and actions of committees permitted by the provisions of the
Articles will be governed by, and held and taken in accordance with each of the
provisions of the Bylaws, with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for the Board and its
members; PROVIDED, HOWEVER, that the time of regular meetings of committees may
be determined either by resolution of the Board or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the Board, and that notice of special meetings of

63
<PAGE>
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board may adopt rules for the
governance of any committee not inconsistent with the provisions of the Bylaws
and the Articles.

AGREEMENT REGARDING COMPOSITION OF COMMITTEES

The Shareholder Agreement provides that, for so long as such agreement
remains in effect, each committee of the Board (other than the Audit Committee
and the Compensation Committee) will contain such numbers of Shareholder
Directors or Transferee Directors so that the number of Shareholder Directors or
Transferee Directors, when taken together, on each such committee shall be as
nearly as possible proportional to the total number of Shareholder Directors and
Transferee Directors on the Board. The Shareholder Agreement and Bylaws provide
that the Audit Committee will be comprised solely of Independent Directors and,
for so long as the Paracelsus Shareholder is entitled to nominate any
Shareholder Directors, the Compensation Committee will be comprised of one
non-employee Shareholder Director, one Independent Director and one additional
non-employee director. The parties have agreed to the initial composition of the
Executive Committee as described under "-- Executive Committee" and the initial
composition of the Finance and Strategic Planning Committee and have waived such
composition requirements with respect to the initial composition of the Finance
and Strategic Planning Committee.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by Paracelsus to its
then Chief Executive Officer and its then four other most highly compensated
executive officers (the "Named Executive Officers") during the fiscal years
ended September 30, 1995, 1994 and 1993. It is expected that Messrs. Messenger,
Miller, VanDevender, Patterson and Joyner will serve, respectively, as the
Company's Chief Executive Officer and four other most highly compensated
executive officers following the Merger. See "Management." Information regarding
the compensation paid by Champion to Messrs. Miller, VanDevender and Patterson
in the fiscal years ended December 31, 1995, 1994 and 1993 is provided in
footnotes to the following tables. Historical information regarding Dr.
Krukemeyer, Mr. Harold E. Buck, who served as the Chief Operating Officer of
Paracelsus until his retirement in April 1995, and Mr. Topper is provided
pursuant to requirements of the Securities and Exchange Commission (the
"Commission").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------
AWARDS
ANNUAL COMPENSATION ------------- PAYOUTS
------------------------------------------------- SECURITIES ---------
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY(1) BONUS(2) COMPENSATION OPTIONS(3)(4) PAYOUTS COMPENSATION(5)(6)
POSITION YEAR ($) ($) ($) (#) ($) ($)
- ---------------------- --------- ----------- --------- -------------- ------------- --------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dr. Manfred George 1995 999,996 900,000 -- -- -- --
Krukemeyer, 1994 333,332 810,000 -- -- -- --
Chairman of the Board 1993 -- -- -- -- -- --
R.J. Messenger 1995 686,433 3,970,041 88,370(7) -- 895,134 10,860
President, Chief 1994 588,726 518,218 94,684(7) -- 457,246 7,288
Executive Officer and 1993 585,717 471,107 59,550(7) -- 407,140 6,913
Secretary
Harold E. Buck 1995 392,221 -- -- -- 1,511,014 22,890
Chief Operating 1994 280,316 240,000 -- -- 18,704 13,933
Officer (8) 1993 255,000 212,000 -- -- 16,654 11,330
David R. Topper 1995 217,630 181,360 -- -- 486,074 7,466
Senior Vice 1994 212,831 172,696 -- -- 206,579 5,722
President, 1993 216,106 164,160 -- -- 351,229 5,361
Development
</TABLE>

64
<PAGE>

- ------------------------------
(1) For the fiscal years ended December 31, 1995, 1994 and 1993, Champion paid a
salary to Mr. Miller of $437,500, $295,000 and $234,167, respectively; to
Mr. VanDevender, of $295,000, $235,417 and $181,667, respectively; and to
Mr. Patterson, of $295,000, $235,000 and $176,007, respectively.

(2) For the fiscal year ended December 31, 1995, Champion paid bonuses to Mr.
Miller and Mr. Patterson of $225,000 and $150,000, respectively. For the
fiscal years ended December 31, 1995 and 1993, Champion paid bonuses to Mr.
VanDevender of $162,500 and $100,000, respectively.

(3) For the fiscal year ended December 31, 1994, Champion awarded to Messrs.
Miller, VanDevender and Patterson options to purchase 13,876, 128,000 and
150,690 shares of Champion Common Stock, respectively.

(4) Messrs. Miller, VanDevender and Patterson held, as of June 21, 1996,
unexercised options representing the right to purchase 211,876, 350,000 and
270,690 shares of Champion Common Stock, respectively. As of such date, such
options were exercisable as to 207,250, 307,333 and 220,460 shares,
respectively, for an aggregate value of $1,582,594, $1,742,249 and $933,363,
respectively, based upon a closing stock price of $10.875 per share on June
21, 1996. As of such date, such options were unexercisable as to 4,626,
42,667 and 50,230 shares, respectively, for an aggregate value of $8,674,
$80,001 and $94,181, respectively, based upon a closing stock price of
$10.875 per share on June 21, 1996. None of such options were granted or
exercised in 1995.

(5) For the fiscal year ended September 30, 1995, represents matching
contributions by Paracelsus under its Employee Retirement Savings (401(k))
Plan and term life insurance premiums paid by Paracelsus.

(6) For the fiscal years ended December 31, 1995 and 1994, Champion paid other
compensation to Mr. Patterson of $2,310 and $2,250, respectively,
representing in each case matching contributions under its Marathon 401(k)
Plan. For the fiscal year ended December 31, 1993, Champion paid other
compensation of $76,782 to Mr. Patterson as reimbursement of relocation
expenses.

(7) Represents perquisites and personal benefits, including, among other things,
club dues in the amounts of $20,199, $43,767 and $31,449, respectively, in
1995, 1994 and 1993, and automobile-related expenses of $35,408 in 1995.

(8) Retired in April 1995.

The following table sets forth grants of phantom stock appreciation rights
("PSARs") in the fiscal year ended September 30, 1995 to the Named Executive
Officers under the Paracelsus Healthcare Corporation Phantom Equity Long-Term
Incentive Plan (the "Phantom Equity Plan").

LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED PLANS
NUMBER OF ----------------------------------------
NAME PSARS (1) PERIOD UNTIL PAYOUT THRESHOLD (2) TARGET (3) MAXIMUM (4)
- ----------------------------- ------------- ------------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
Dr. Manfred George
Krukemeyer.................. -- -- -- -- --
R.J. Messenger............... 500 10/1/92 - 9/30/96 $ 286,500 -- $ 1,536,667
Harold E. Buck............... 250 10/1/92 - 9/30/96 143,250 -- 768,333
David R. Topper.............. 250 10/1/92 - 9/30/96 143,250 -- 768,333
Robert C. Joyner............. 100 10/1/92 - 9/30/96 57,300 -- 307,349
</TABLE>

- ------------------------------
(1) Under the Phantom Equity Plan, which is to be terminated in connection with
the Merger, each participant was eligible to be awarded a certain number of
PSARs effective as of the beginning of each fiscal year. The dollar value of
each PSAR was determinable based on the Company's performance over a period
of four fiscal years, beginning on the effective date of such PSAR award (a
"Cycle"). At the end of a Cycle, if the participant had remained in service
with Paracelsus throughout the Cycle, that participant's PSARs would vest
and could be exchanged for an amount equal to the increase in the actual
book value of the Company, if any, during that Cycle divided by 100,000. At
the end of each Cycle, the Board could award additional PSARs if certain
growth and income targets established at the beginning of the Cycle had been
achieved. Such

65
<PAGE>
additional PSARs would be awarded effective as of the beginning of such
Cycle. No more than 5,000 PSARs could be granted with respect to any
particular Cycle. Upon consummation of the Merger, the Phantom Equity Plan
will be terminated. In exchange for cancellation of all awards under the
Phantom Equity Plan, participants will receive a lump sum in cash plus
immediately exercisable options to acquire Common Stock ("Options") with an
exercise price equal to $0.01 per share. For information regarding the
number of Options to be granted to the Named Executive Officers in
connection with the cancellation of awards under the Phantom Equity Plan,
see "-- 1996 Stock Incentive Plan." In addition, cash payments in the
aggregate amount of $20.5 million will be made to all participants in the
Phantom Equity Plan, including the Named Executive Officers, based on the
value of their terminated PSARs and/or Preferred Stock Units ("PSUs").

(2) The threshold amounts shown are calculated based on an assumed annual net
income growth rate of 0%. If the actual annual net income growth rate were
negative the threshold amount payable under the Phantom Equity Plan could
reach zero.

(3) The Phantom Equity Plan does not contemplate specific performance targets.
If the percentage increase in annual net income for fiscal year 1995 were
the same as that achieved in fiscal year 1994, the amounts payable would
equal the amounts shown under the maximum payout column.

(4) The maximum amounts shown are calculated based on an assumed annual net
income growth rate of 20%, the annual net income growth rate at which the
maximum number of PSARs become available to all participants under the
Phantom Equity Plan. The Phantom Equity Plan does not impose any limit on
the value of a PSAR, which would continue to increase with further increases
in the annual net income growth rate.

1996 STOCK INCENTIVE PLAN

The Company has adopted the Paracelsus Healthcare Corporation 1996 Stock
Incentive Plan (the "1996 Stock Incentive Plan"), which, following the Merger,
will be administered by the Board. All officers (including officers who are also
directors), employees, consultants and advisors of the Company are eligible for
discretionary stock-based incentive awards under the 1996 Stock Incentive Plan,
including incentive stock options, non-qualified stock options, restricted
stock, performance shares, stock appreciation rights ("SARs") and deferred
stock. The 1996 Stock Incentive Plan authorizes the Compensation Committee to
select eligible persons to receive awards and to determine certain terms and
conditions of such awards, including the vesting schedule and exercise price of
each award, and whether the vesting of such award will accelerate upon the
occurrence of a change in control of the Company. Under the 1996 Stock Incentive
Plan, non-qualified options may be granted with an option exercise price that is
less than the then current market value of the Common Stock. Under the 1996
Stock Incentive Plan, stock options, restricted stock, performance shares or
SARs covering no more than 80% of the shares reserved for issuance under the
1996 Stock Incentive Plan may be granted to any participant in any one year. A
total of 8,749,933 shares of Common Stock have been reserved for issuance under
the 1996 Stock Incentive Plan.

The 1996 Stock Incentive Plan may be amended, suspended or terminated at any
time. However, the maximum number of shares that may be sold or issued under the
1996 Stock Incentive Plan may not be increased, nor may the class of persons
eligible to participate in the 1996 Stock Incentive Plan be altered, without the
approval of Paracelsus' shareholders; PROVIDED, HOWEVER, that adjustments to the
number of shares subject to the 1996 Stock Incentive Plan and to individual
awards thereunder and/or to the exercise price of awards previously granted are
permitted without shareholder approval upon the occurrence of certain events
affecting the capital structure of the Company. With respect to any other
amendments to the 1996 Stock Incentive Plan, the Board may, in its discretion,
determine that such amendment will become effective only upon approval by the
shareholders of the Company if the Board determines that such shareholder
approval may be advisable, such as for the purpose of obtaining or retaining any
statutory or regulatory benefits under Federal or state securities laws, Federal
or state tax laws or any other laws or for the purpose of satisfying applicable
stock exchange listing requirements.

In connection with the termination of PSARs and/or PSUs previously granted
under the Phantom Equity Plan, the Company has granted options under the 1996
Stock Incentive Plan to the

66
<PAGE>
Named Executive Officers. In addition, pursuant to their respective Employment
Agreements (as defined below), the Company has granted additional options under
the 1996 Stock Incentive Plan to Messrs. Messenger and Joyner, as described in
the table below.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES EXERCISE OR
UNDERLYING OPTIONS BASE
GRANTED (#)(1) PRICE ($/SH)
------------------- ---------------
<S> <C> <C>
R.J. Messenger 513,000(2) $ 0.01
487,000(3) 0.01
1,000,000(4) 12.00(5)
David R. Topper 200,000(2) 0.01
Robert C. Joyner 160,933(2) 0.01
</TABLE>

- ------------------------
(1) Pursuant to their respective Employment Agreements (as defined below), the
Company has granted to Messrs. Miller, VanDevender and Patterson under the
1996 Stock Incentive Plan Value Options (as defined below) representing the
right to purchase 336,000, 180,000 and 180,000 shares of Paracelsus Common
Stock, respectively, and Market Options (as defined below) representing the
right to purchase 1,000,000, 540,000 and 240,000 shares of Paracelsus Common
Stock, respectively.

(2) Indicates options granted in exchange for cancellation of PSARs and/or PSUs
under the Phantom Equity Plan. Options are vested and exercisable
immediately upon consummation of the Merger and have a term of ten years
from the date of grant.

(3) Options are vested and exercisable immediately upon consummation of the
Merger and have a term of ten years from the date of grant (the "Value
Options").

(4) Options vest and become exercisable in 25% installments on each of the first
four anniversaries of the consummation of the Merger and have a term of ten
years from the date of grant (the "Market Options").

(5) Based on an estimate of the fair market value of the Common Stock on the
date the Merger is consummated.

PERFORMANCE BONUS PLAN

The Board has adopted the Paracelsus Healthcare Corporation Executive
Officer Performance Bonus Plan (the "Performance Bonus Plan") covering eligible
officers of the Company. The Performance Bonus Plan will be administered by the
Compensation Committee, which each year, beginning on January 1, 1997, will
select the officers of the Company who will be eligible to receive awards under
the Performance Bonus Plan. Upon achievement by the Company of certain targeted
operating results or other performance goals, such as operating income, pre-tax
income or earnings per share, the Company will pay performance bonuses, the
aggregate amounts of which will be determined annually based upon an objective
formula. The Employment Agreements (as defined below) provide for the payment of
certain minimum bonuses upon the achievement of targeted performance criteria
under the Performance Bonus Plan. See "-- Employment Contracts and Termination
of Employment Agreements."

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The matrix below sets forth benefits payable to the Named Executive Officers
under the Paracelsus Healthcare Corporation Supplemental Executive Retirement
Plan (the "SERP").

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<PAGE>
Amounts shown represent the annual benefits to which the Named Executive
Officers would be entitled under the SERP (assuming payment in the form of a
single life annuity), but do not reflect an offset with respect to certain
Social Security benefits.

<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL -------------------------------------
COMPENSATION 5 10 15
----------- ----------- -----------
<S> <C> <C> <C>
$ 100,000 $ 18,350 $ 36,700 $ 55,050
125,000 22,938 45,875 68,813
150,000 27,525 55,050 82,575
175,000 32,113 64,225 96,338
200,000 36,700 73,400 110,100
225,000 41,228 85,575 123,863
250,000 45,875 91,750 137,625
300,000 55,050 110,100 165,150
400,000 73,400 146,800 220,200
500,000 91,750 183,500 275,250
600,000 110,100 220,200 330,300
700,000 128,450 256,900 385,350
800,000 146,800 293,600 440,400
</TABLE>

SERP benefits for the Named Executive Officers are determined, subject to
certain vesting requirements, as (i) the product of (x) number of years of
service with the Company, (y) 3.67% for officer participants (2.33% for
non-officer participants) and (z) average earnings for the final 36 months of
employment, less (ii) a percentage of the participating officer's Social
Security benefits. SERP benefits for the Named Executive Officers generally
accrue and vest ratably over a 15-year period. However, upon a change in control
of the Company, each Named Executive Officer will immediately become fully
vested and entitled to full benefits under the SERP, regardless of his actual
number of years of service with the Company, in the event of a termination by
such person of his employment or a termination of such person by the Company
without cause after such change in control. Prior to the Merger, the term
"change in control" was defined under the SERP to include, among other things,
certain offerings of equity securities pursuant to a registration statement,
including the registration statement filed in connection with the Merger.
Accordingly, consummation of the Merger constituted a change in control for the
Named Executive Officers. Following the Merger, with respect to new participants
in the SERP, the term "change in control" is defined as described in "--
Employment Contracts and Termination of Employment Agreements." Pursuant to
their Employment Agreements, Messrs. Miller, VanDevender and Patterson will each
receive credit for eligibility, vesting and benefit accrual purposes under the
SERP for their prior service with Champion. Immediately following the Effective
Time of the Merger, Messrs. Messenger, Topper, Joyner, Miller, VanDevender and
Patterson will each have, respectively, 15, 15, 15, 6, 6 and 4 years of credited
service under the SERP. Mr. Buck retired in April 1995 with 11 years of service
and is currently receiving benefits under the SERP. Dr. Krukemeyer does not
participate in the SERP.

COMPENSATION OF DIRECTORS

Following the Merger, it is anticipated that non-employee directors of the
Company will each receive an annual fee of $30,000 and a fee of $2,500 for each
meeting of the Board or any committee thereof attended, up to a maximum of
$50,000 per year. Directors of the Company who are also employees of the Company
will not receive any additional compensation for their service as directors. All
directors will be reimbursed for expenses incurred in the performance of their
duties. For information regarding a services agreement pursuant to which Dr.
Krukemeyer will provide consulting services to the Company (other than in his
capacity as Chairman of the Board), see "Certain Relationships and Related
Transactions -- Services Agreement."

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS
In connection with the consummation of the Merger, Messrs. Messenger and
Joyner's existing employment agreements with Paracelsus and Messrs. Miller,
VanDevender and Patterson's existing employment agreements with Champion will be
terminated and replaced with new employment agreements (the "Employment
Agreements") as described below.

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<PAGE>
Such officers' respective Employment Agreements provide that they will serve
in the following capacities: Mr. Messenger as Chief Executive Officer and, for
so long as he is a Shareholder Director, Vice Chairman of the Board and Chairman
of the Executive Committee; Mr. Miller as President and Chief Operating Officer,
a director on the Board and, for so long as he is a director, a member of the
Executive Committee; Mr. VanDevender as Executive Vice President and Chief
Financial Officer, a director on the Board and, for so long as he is a director,
a member of the Executive Committee; Mr. Patterson as Executive Vice President
and President, Healthcare Operations; and Mr. Joyner as Senior Vice President,
Secretary and General Counsel. Each of such officers is required to devote
substantially all of his business time to the affairs of the Company, provided,
that to the extent such activities do not materially interfere with the
performance of his duties with the Company, Mr. Messenger is permitted to devote
some portion of his time to other business and charitable endeavors.

Each of the Employment Agreements of Messrs. Messenger, Miller and
VanDevender will have an initial term of five years, and each of the Employment
Agreements of Messrs. Patterson and Joyner will have an initial term of three
years. Each of the Employment Agreements of Messrs. Messenger, Miller and
VanDevender will be renewed automatically upon expiration of its initial term
and any subsequent five-year term unless the Company or any of Messrs.
Messenger, Miller or VanDevender, as applicable, gives 12 months prior notice
that such agreement will not be renewed. Upon expiration of their initial terms,
each of the Employment Agreements of Messrs. Patterson and Joyner will be
renewed automatically one time only for three and two additional years,
respectively, unless the Company or either of Messrs. Patterson or Joyner, as
applicable, gives 12 months prior notice that such agreement will not be
renewed.

Under the Employment Agreements, each such officer will be entitled to
receive a base salary and an annual bonus and will be entitled to participate in
the compensation and employee benefits plans of the Company that are generally
available to the executives of the Company. In addition, each such officer will
be entitled to receive certain fringe benefits as provided for in his Employment
Agreement. The initial base salary of each such officer under his respective
Employment Agreement is as follows: Mr. Messenger: $750,000; Mr. Miller:
$500,000; Mr. VanDevender: $350,000; Mr. Patterson: $350,000; and Mr. Joyner:
$240,000. The maximum bonuses payable upon the achievement of targeted
performance criteria under the Performance Bonus Plan, expressed as a percentage
of base salary, will be as follows: Mr. Messenger: 100%; Mr. Miller: 85%; Mr.
VanDevender: 70%; Mr. Patterson: 70%; and Mr. Joyner: 60%. Messrs. Messenger,
Miller, VanDevender, Patterson and Joyner will each be granted Paracelsus
Options as described in "-- 1996 Stock Incentive Plan." Messrs. Miller,
VanDevender and Patterson each will also receive credit for eligibility, vesting
and benefit accrual purposes under the SERP with respect to their respective
years of prior service with Champion. See "-- Supplemental Executive Retirement
Plan." In addition, Messrs. Miller, VanDevender and Patterson will receive
bonuses in the respective amounts of $1,200,000, $750,000 and $500,000 in
connection with the termination of their prior employment agreements with
Champion.

The Employment Agreements provide that Messrs. Messenger, Miller,
VanDevender, Patterson and Joyner are generally prohibited from competing with
the Company while employed by the Company. The Employment Agreements also
provide that, in the event of termination of his employment by the Company for
"Cause" or by such officer other than for "Good Reason" (each as defined in his
Employment Agreement) during the initial term of his employment agreement,
Messrs. Miller, VanDevender and Patterson each will be prohibited from so
competing for a period of two years following such termination, and Messrs.
Messenger and Joyner each will be prohibited from so competing for a period of
one year following such termination. The Employment Agreements for all such
officers will also provide that each such officer will be prohibited from so
competing for a period of one year following such a termination of employment
during successive terms of his agreement.

The employment of Messrs. Messenger, Miller and VanDevender cannot be
terminated by the Company without the prior approval of 80% of the Board and 2/3
of the Independent Directors. If any of Messrs. Messenger, Miller or VanDevender
is terminated without Cause or resigns for Good Reason,

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such officer's outstanding options will immediately vest and become exercisable
and such officer will be entitled to receive a lump sum payment equal to the
greater of (x) his current base salary and annual target bonus payable over the
remaining term of employment or (y) three times his current base salary plus
annual target bonus.

If Mr. Patterson is terminated by the Company without Cause or resigns for
Good Reason, his outstanding options will immediately vest and become
exercisable and he will be entitled to receive a lump sum payment equal to the
greater of (x) his current base salary and annual target bonus payable over the
remainder of his contract term or (y) 2.5 times his current annual salary plus
annual target bonus. If Mr. Joyner is terminated by the Company without Cause or
resigns for Good Reason, his outstanding options will immediately vest and
become exercisable and he will be entitled to receive a lump sum payment equal
to the greater of (x) his current base salary and annual target bonus payable
over the remainder of his contract term or (y) two times his current annual
salary plus annual target bonus.

Upon termination of the employment of any of Messrs. Messenger, Miller,
VanDevender, Patterson or Joyner by the Company without Cause or by such officer
for Good Reason, such officer would be entitled to receive an additional lump
sum in an amount sufficient to offset the effect of any excise and other taxes
to which such officer may become subject by reason of 4999 of the Code.

The definition of Good Reason in the Employment Agreements generally
includes a reduction in compensation, titles, duties, authority and reporting
relationships, as well as notice by the Company that it does not wish to extend
the terms of the Employment Agreements for the periods described above. In
addition, for purposes of the Employment Agreements for Messrs. Messenger,
Miller and VanDevender, Good Reason includes their failure to be nominated and
elected to serve as members of the Board and the Executive Committee. The
definition of Good Reason for Messrs. Messenger and Miller further includes the
failure of either of them to abide by the managerial rights provisions as set
forth in their Employment Agreements. Mr. Miller's Employment Agreement also
provides that he will have Good Reason to terminate his employment if, in the
event Mr. Messenger shall at any time cease to serve as Chief Executive Officer,
Mr. Miller is not chosen to serve as his successor. In addition, the Employment
Agreements will provide each of the senior officers with the right, exercisable
within the 12-month period following a "change in control" of the Company, to
terminate their employment without Good Reason and receive the benefits
described above that are otherwise payable upon termination of their employment
with Good Reason.

The term "change in control" is defined in the Employment Agreements to
include, INTER ALIA, (i) the acquisition by any person of 25% or more of the
undiluted total voting power of Paracelsus' then outstanding voting securities
(the "Paracelsus Voting Securities"); (ii) certain changes in the majority of
the Board within any two-year period; (iii) a merger resulting in the holders of
Paracelsus Voting Securities immediately prior to such merger retaining less
than 60% of the voting securities of the surviving corporation or a
reorganization or reincorporation of the Company in which any person acquires
25% or more of the voting securities of the surviving corporation; and (iv) the
liquidation of the Company or the sale of all or substantially all of its
assets.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to July 1996, the Company did not have a formal compensation
committee. Dr. Krukemeyer and Mr. Messenger each participated in deliberations
of the Board concerning executive officer compensation during fiscal 1995.
Following the Merger, the Compensation Committee is expected to consist of Dr.
Krukemeyer and two Independent Directors. See "Certain Relationships and Related
Transactions," immediately below, for information regarding certain agreements
involving the members of the Company's Compensation Committee.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Described below are certain related agreements to be entered into prior to
or in connection with the Merger. The following descriptions are qualified in
their entirety by reference to the complete text of the relevant agreements,
copies of which are filed as exhibits to the Registration Statement of which
this Prospectus is a part and are incorporated by reference herein.

PARTICIPANTS AGREEMENT

Champion has entered into an Agreement in Contemplation of Merger, dated as
of April 12, 1996, with certain holders of Champion securities (the
"Participants Agreement") pursuant to which, among other things: (i) holders of
all of the outstanding Champion Notes have agreed to waive their rights to
require Champion to repurchase the Champion Notes as a result of the "change of
control" (as defined in the Participants Agreement) of Champion occurring as a
result of the Merger; (ii) at such time as the Company completes a "qualified
debt offering" of at least $100 million that also meets certain other
conditions, the Company or Champion will have the right to repay, and such
noteholders will have the right to demand repayment, of their Champion Notes at
specified prices; (iii) holders of warrants attached to certain of such Champion
Notes will agree to the assumption by the Company of Champion's obligations with
respect to such warrants; and (iv) a stockholders' agreement among certain of
Champion's stockholders will be terminated. The Notes Offering will be a
qualified debt offering under the Participants Agreement, and, upon completion
of the Notes Offering, the Company intends to loan all of the proceeds therefrom
to Champion to prepay all of the outstanding Champion Notes in accordance with
the terms thereof, as amended by the Participants Agreement. See "The Merger and
Financing."

SHAREHOLDER AGREEMENT

It is a condition to the Merger that prior to the Effective Time the Company
enter into a Shareholder Agreement with the Paracelsus Shareholder pursuant to
which such shareholder will agree, among other things; (i) to certain
"standstill" provisions; (ii) to certain transfer restrictions with respect to
the Company's voting securities; (iii) not to acquire additional voting
securities of the Company if, after giving effect to such acquisition, such
shareholder would beneficially own more than 66 2/3% of the total voting power
of the Company, except under certain circumstances; and (iv) to sell in, tender
into and vote in favor of, as the case may be, certain acquisition proposals
involving the Company. The Shareholder Agreement will also provide the
Paracelsus Shareholder with the right to designate the four Shareholder
Directors and a right of first refusal in connection with certain acquisition
proposals for Paracelsus. See "Management -- Directors and Executive Officers."

PARACELSUS SHAREHOLDER REGISTRATION RIGHTS AGREEMENT

Pursuant to the Merger Agreement, prior to the Effective Time, the Company
and the Paracelsus Shareholder will enter into a registration rights agreement
(the "Paracelsus Shareholder Registration Rights Agreement"). For a 10-year
period the Paracelsus Shareholder will generally have the right to require the
Company, on up to five separate occasions, to register for sale under the
Securities Act of 1933, as amended, (the "Securities Act") shares of Paracelsus
Common Stock owned beneficially or of record by the Paracelsus Shareholder (each
a "Demand Registration"). Subject to certain limitations, any Demand
Registration may be for a shelf registration under Rule 415 under the Securities
Act. The Paracelsus Shareholder Registration Rights Agreement will also grant
the Paracelsus Shareholder customary "piggyback" registration rights with
respect to registrations by the Company or pursuant to registration rights of
other parties. The Company will be required to pay all costs, fees and expenses
incident to its performance of the Paracelsus Shareholder Registration Rights
Agreement, other than any commissions, fees or discounts payable to brokers,
dealers or underwriters.

CHAMPION INVESTORS REGISTRATION RIGHTS AGREEMENTS

Pursuant to the Merger Agreement, as of the Effective Time, certain of the
existing holders of Champion Capital Stock and holders of warrants exercisable
for shares of Champion Common Stock ("Champion Warrants") who are issued shares
of Paracelsus Common Stock in the Merger or may be

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issued shares of Paracelsus Common Stock upon exercise of warrants exercisable
for shares of Paracelsus Common Stock ("Paracelsus Warrants") (the "Champion
Investors") will enter into registration rights agreements (the "Champion
Investors Registration Rights Agreements") with the Company as follows: (i) with
the holders of Series D Champion Warrants, an agreement to file one registration
statement at the request of holders of Series D Paracelsus Warrants exercisable
for more than 50% of the shares of Paracelsus Common Stock issuable upon the
exercise of all of such warrants; (ii) with the holders of the Series E Champion
Warrants, an agreement to file one registration statement at the request of
holders of Series E Paracelsus Warrants exercisable for more than 50% of the
shares of Paracelsus Common Stock issuable upon exercise of all of such
warrants; and (iii) with certain Champion Investors who will immediately
following the Effective Time own more than 1% of the outstanding shares of
Paracelsus Common Stock, an agreement (the "Champion Affiliates Registration
Rights Agreement") pursuant to which the Company will agree to file one
registration statement upon the request of such holders holding at least 25% of
shares of Paracelsus Common Stock held by such holders.

Pursuant to the terms of each Champion Investors Registration Rights
Agreement, for a two-year period the Champion Investors, as parties to the
respective Champion Investors Registration Rights Agreement, will generally have
the right to require the Company to register for sale under the Securities Act
the shares of Paracelsus Common Stock owned beneficially or of receipt by the
Champion Investors (a "Champion Investors Demand Registration") PROVIDED, that,
in the case of the Champion Affiliates Registration Rights Agreement, such
demand right will expire upon the occurrence of a public offering by the Company
equity securities that results in proceeds of at least $50.0 million, including
without limitation the Equity Offering. Subject to certain limitations, any
Champion Investors Demand Registration may be for a shelf registration under
Rule 415 of the Securities Act. The Champion Investors party to each such
Champion Investors Registration Rights Agreement will also have in the aggregate
one customary piggyback registration right with respect to registrations by the
Company, which "piggyback" right will expire upon consummation of the Equity
Offering, and PARI PASSU "piggyback" registrations with respect to registrations
by the Company and certain selling shareholders, subject to customary
underwriters' cutbacks. The Company will be required to pay all costs, fees and
expenses incident to its performance of each of the Champion Investors
Registration Rights Agreements, other than any commissions, fees or discounts
payable to brokers, dealers or underwriters.

SERVICES AGREEMENT

The consummation of the Merger is conditioned upon the Company entering into
an agreement (the "Services Agreement") with Dr. Krukemeyer, pursuant to which
Dr. Krukemeyer will provide management and strategic advisory services to the
Company following the Merger. The Company will pay Dr. Krukemeyer a consulting
fee of $1.0 million per year, commencing upon the execution of the Services
Agreement, for a term not to exceed ten years. The Services Agreement may be
terminated only by mutual consent of the parties.

INSURANCE AGREEMENT

The consummation of the Merger is conditioned upon the Company and Dr.
Krukemeyer entering into an insurance agreement (the "Insurance Agreement")
pursuant to which the Company will provide insurance benefits in the event of
Dr. Krukemeyer's death or permanent disability during the 10-year term of the
Insurance Agreement in an amount equal to $1.0 million per year from the date of
each permanent disability or death until the end of the term of the Insurance
Agreement.

NON-COMPETE AGREEMENT

The consummation of the Merger is conditioned upon Dr. Krukemeyer and the
Company entering into the Non-Compete Agreement.

The Non-Compete Agreement will provide that, from the date of the
Shareholder Agreement to the date of termination of the Shareholder Agreement
with respect to Dr. Krukemeyer or any affiliates or associates of Dr.
Krukemeyer, neither Dr. Krukemeyer nor any of his affiliates or associates
shall,

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without the prior written consent of the Company, (i) directly or indirectly,
compete with the Company and its subsidiaries in the Business (as hereinafter
defined) in the Restricted Area (as hereinafter defined) or (ii) have any
interest, directly or indirectly, in any entity engaged in the Business in the
Restricted Area. As used in the Non-Compete Agreement, the term "Business" is
defined as owning, leasing or managing hospitals and ambulatory care centers,
excluding any ancillary hospital service business related to such business,
including without limitation dietary, maintenance, security and other related
service businesses, and the term "Restricted Area" is defined as each and every
county or state of the United States of America.

Nothing in the Non-Compete Agreement will prohibit Dr. Krukemeyer from (x)
owning, directly or indirectly, control of a person (the "Subject Company") if
the Subject Company is not primarily engaged, directly or indirectly, in the
Business in the Restricted Area and, within 12 months after such acquisition, he
causes the Subject Company to divest any business or assets of the Subject
Company that engage in the Business in the Restricted Area or (y) owning,
directly or indirectly, not more than 5% of any class of voting securities of a
publicly traded person that is engaged, directly or indirectly, in the Business
in the Restricted Area.

The Non-Compete Agreement will also provide that if the length of time or
geographical area set forth in it is deemed too restrictive by a court, then
such time or area shall be reduced to a time or area that such court may deem
reasonable under the circumstances.

Under the Non-Compete Agreement, Dr. Krukemeyer will further agree that
following the Effective Time, neither he nor any of his affiliates will, without
the prior written consent of the Company, directly or indirectly, solicit for
employment any current key employee or officer of the Company or any of its
subsidiaries; PROVIDED, that the foregoing restriction shall not apply to
employees no longer employed by the Company or its subsidiaries or to employees
who respond to general solicitations of employment not specifically directed
toward such key employees or officers of the Company or its subsidiaries or, in
the case of certain international projects, to Mr. Messenger.

DIVIDEND; DIVIDEND AND NOTE AGREEMENT

The consummation of the Merger is conditioned upon the Company and the
Paracelsus Shareholder entering into the Dividend and Note Agreement. Pursuant
to the Dividend and Note Agreement, the Paracelsus Shareholder will agree to
purchase the Shareholder Subordinated Note from the Company for $7.2 million
promptly after receipt of the Dividend. The Shareholder Subordinated Note will
have a term of 10 years, will bear interest at the rate of 6.51% per year and
will provide for payments of principal and accrued interest in an aggregate
annual amount of $1.0 million. Prior to the Effective Time, Paracelsus will
declare the Dividend payable on a date not later than 60 days after the
Effective Time. See "The Merger and Financing -- Paracelsus Dividend Prior to
Effective Time."

VOTING AGREEMENT

At or prior to the Effective Time, the Paracelsus Shareholder and Messrs.
Miller and VanDevender will enter into a voting agreement (the "Voting
Agreement") pursuant to which Messrs. Miller and VanDevender will agree to vote,
or cause to be voted, the shares of Common Stock beneficially owned by each of
them and their respective affiliates (a) with the Paracelsus Shareholder to
approve any Shareholder Proposal (as defined in the Shareholder Agreement) and
any related actions (including voting against any action or agreement that may
impede, interfere with or adversely affect any such approved Shareholder
Proposal) and (b) as the Paracelsus Shareholder is required to vote with respect
to any such Shareholder Proposal pursuant to the Shareholder Agreement and any
Approved Acquisition Proposal (as defined in the Shareholder Agreement) under
the Shareholder Agreement. In addition, the Voting Agreement will provide that
Messrs. Miller and VanDevender agree to sell (including by tender or otherwise)
their shares of Paracelsus Common Stock in any transaction for which they are
required to vote under the terms of the Voting Agreement. The Voting Agreement
will also provide that, if any of the amendments to any of the stock option
agreements under the Champion Founders' Stock Option Plan is not approved at the
Special Meeting of Champion stockholders to be held in connection with the
Merger, Messrs. Miller and VanDevender

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and the Paracelsus Shareholder will vote for the approval of such amendments if
presented at the next meeting of the Company's shareholders and will use their
respective best efforts to cause such amendments to be presented as shareholder
proposals at such meeting. The Voting Agreement will remain in effect for so
long as the provisions of the Shareholder Agreement relating to Shareholder
Proposals or Approved Acquisition Proposals are in effect with respect to the
Paracelsus Shareholder.

RIGHT OF FIRST REFUSAL AGREEMENT

At or prior to the Effective Time, Dr. Krukemeyer and Messrs. Messenger,
Miller, VanDevender and Patterson will enter into an agreement (the "Right of
First Refusal Agreement") pursuant to which Dr. Krukemeyer will have certain
rights to purchase shares of Common Stock beneficially owned by each such person
that he may from time to time determine to sell.

OTHER TRANSACTIONS

A sole proprietorship doing business as Paracelsus Klinik, currently owned
by Dr. Krukemeyer, is a party to the Amended and Restated Know-how Contract,
dated as of October 1, 1988, as amended, with Paracelsus (the "Know-how
Contract"). The Know-how Contract provides for the transfer of specified
know-how to the Company. The Know-how Contract provides for an annual payment of
the lesser of $400,000 or 0.75% of Paracelsus' net operating revenue, as defined
in the Know-how Contract. The Know-how Contract will be terminated upon
consummation of the Merger. The Company's rights under the Know-how Contract
will be replaced with a royalty-free license from Paracelsus Klinik.

In November 1993, the Company lent Dr. Krukemeyer $3.2 million under a
promissory loan agreement. In April 1994, the Company lent Dr. Krukemeyer an
additional $1.8 million under a new $5.0 million promissory loan agreement that
replaced the existing $3.2 million promissory loan agreement. The note balance
and accrued interest are due in annual payments of $1.0 million each May 1,
commencing May 1, 1995 through May 1, 1999 with interest at 8% per annum. The
balance outstanding under the note at May 31, 1996 was $3.0 million. This loan
will be repaid in full contemporaneously with the payment by the Company of the
Dividend.

In August 1994, Dr. Krukemeyer and Internationale Nederlanden (U.S.) Capital
Corporation ("INCC") entered into certain arrangements relating to the extension
of credit by INCC to Dr. Krukemeyer. In connection with such extension of credit
to Dr. Krukemeyer, the Company entered into certain agreements with INCC
agreeing to pay to Dr. Krukemeyer, to the extent permitted by the provisions of
certain senior debt of the Company (i) transfer payments, such as dividends and
know-how payments in an amount equal of the consolidated net income of the
Company on a quarterly basis and (ii) salary and bonus payments equal to a
minimum of $2.0 million per year. The $10.5 million outstanding under this loan
will be repaid in full contemporaneously with the payment by Paracelsus of the
Dividend.

The Paracelsus Shareholder, which is wholly owned by Dr. Krukemeyer, and
certain Champion Investors, including an associated entity of Mr. Conroy, will
have rights to both require and participate in the filing of registration
statements by the Company with the Commission. See "-- Paracelsus Shareholder
Registration Rights Agreement" and "-- Champion Investors Registration Rights
Agreements."

Messrs. Hofmann and Lange serve as directors of the Company and also as
financial consultants under a contract entered into with the Company on July 4,
1983. The consulting services provided involve the coordination of the Company's
policies and strategies and, to a lesser extent, the financial affairs of the
Company. The consultants also advise the Company as to certain matters involving
the healthcare industry. These contracts provide for aggregate annual payments
of $250,000 each and reimbursement for certain out-of-pocket expenses. The
Company believes that the terms of the Company's arrangements with Messrs.
Hofmann and Lange are at least as favorable as could have been obtained from
unaffiliated third parties. These consulting arrangements will be terminated
upon consummation of the Merger.

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SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth as of July 15, 1996, the number of shares of
Common Stock expected to be beneficially owned upon consummation of the Merger,
prior to and after the Equity Offering, by (i) each person expected by the
Company to beneficially own more than 5% of the shares of Common Stock, (ii)
each of the Company's directors, (iii) the Named Executive Officers, (iv)
Messrs. Miller, VanDevender and Patterson who, along with Messrs. Messenger and
Joyner, will serve as the Company's Chief Executive Officer and four other most
highly compensated executive officers following the Merger and (v) all directors
and executive officers as a group. Unless otherwise indicated, the shareholders
have sole voting and investment power with respect to shares of Common Stock to
be beneficially owned by them after the Effective Time. In addition, unless
otherwise indicated each such person's business address is 515 West Greens Road,
Suite 800, Houston, Texas 77067.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE EQUITY OFFERING AFTER THE EQUITY OFFERING
---------------------------- ----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT (1) NUMBER PERCENT
<S> <C> <C> <C> <C>
Park Hospital GmbH (2)..................................... 29,771,742 60.2 29,771,742 54.5
AM Natruper Holz 69
D-49076 Osnabruck
Federal Republic of Germany
Dr. Manfred George Krukemeyer (2).......................... 29,771,742 60.2 29,771,742 54.5
R.J. Messenger (3)......................................... 1,000,000 2.0 1,000,000 1.8
Charles R. Miller (4)...................................... 1,075,026 2.1 1,075,026 2.0
James G. Van Devender (5).................................. 630,000 1.3 630,000 1.2
Ronald R. Patterson (6).................................... 461,761 * 461,761 *
Robert C. Joyner (7)....................................... 160,933 * 160,933 *
Michael D. Hofmann (7)(8).................................. 56,000 * 56,000 *
Christian A. Lange (7)(8).................................. 56,000 * 56,000 *
Angelo R. Mozilo (8)....................................... -- -- -- --
Daryl J. White (8)......................................... -- -- -- --
James A. Conroy (9)........................................ 2,077,292 4.2 2,077,292 3.8
Harold E. Buck............................................. -- -- --
David R. Topper............................................ 200,000 * 200,000 *
First Interstate Bank of California, as Trustee (10)(11)... 2,681,972 5.4 2,681,972 4.9
707 Wilshire Boulevard, W-11-2
Los Angeles, CA 90017
Donaldson, Lufkin & Jenrette, Inc. (11)(12)................ 2,785,453 5.6 2,785,453 5.1
277 Park Avenue
New York, NY 10172
The Equitable Companies Incorporated (11)(12).............. 2,785,453 5.6 2,785,453 5.1
277 Park Avenue
New York, NY 10172
All directors and executive officers as a group (35
persons).................................................. 36,151,190 72.9 36,151,190 66.2
</TABLE>

- ------------------------
* Less than one percent.

(1) Based on 49,477,167 shares of Paracelsus Common Stock expected to be
outstanding immediately following the consummation of the Merger.

(2) Park Hospital GmbH, a German corporation wholly owned by Dr. Krukemeyer, is
the record owner of such shares.

(3) Shares issuable with respect to stock options exercisable within 60 days.

(4) Includes 543,250 shares issuable with respect to stock options exercisable
within 60 days.

(5) Includes 567,334 shares issuable with respect to stock options exercisable
within 60 days.

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<PAGE>
(6) Includes 400,460 shares issuable with respect to stock options exercisable
within 60 days.

(7) Shares issuable with respect to stock options exercisable within 60 days.

(8) Director.

(9) Mr. Conroy is a general partner of Olympus Private Placement Fund, L.P.
("Olympus") and disclaims beneficial ownership of Champion's securities
owned by that fund. Olympus is the beneficial owner of 2,077,292 shares of
Champion Common Stock through its direct ownership of (i) 1,703,078 shares
of Champion Common Stock, (ii) 103,773 shares of Series C Preferred Stock,
which may be converted at any time at the option of the holder into 207,546
shares of Champion Common Stock, and (iii) 83,334 shares of Champion Series
D Preferred Stock, which may be converted at any time at the option of the
holder into 166,668 shares of Champion Common Stock. OGP Partners, L.P.,
James A. Conroy, and Robert S. Morris may be deemed to beneficially own the
shares of Champion Common Stock beneficially owned by Olympus.

(10) Voting power only. Trustee under a ten-year voting trust agreement dated
August 31, 1995, granting it sole voting power of the securities it holds on
behalf of Sprout Growth, L.P. ("Growth"), Sprout Capital VI, L.P. ("Sprout
IV"), DLJ Venture Capital Fund II, L.P. ("DLJ II"), Sprout Growth II, L.P.
("Growth II"), and DLJ Capital Corporation ("DLJCC").

(11) DLJ II may be deemed to be the beneficial owner of 37,606 shares held by
First Interstate Bank of California ("First Interstate") as trustee (the
"DLJ II Shares").

DLJ Fund Associates II ("Associates II"), as the general partner of DLJ II,
may be deemed to beneficially own indirectly the DLJ II Shares.

Growth may be deemed to be the beneficial owner of 773,909 shares held by
First Interstate, as trustee (the "Growth Shares").

DLJ Growth Associates ("Associates"), as a general partner of Growth, may be
deemed to beneficially own indirectly the Growth Shares.

Sprout VI may be deemed to be the beneficial owner of 170,109 shares held by
First Interstate, as trustee (the "Sprout VI Shares").

Growth II may be deemed to be the beneficial owner of 635,652 shares by
First Interstate, as trustee (the "Growth II Shares").

DLJCC may be deemed to be the beneficial owner of 64,693 shares held by
First Interstate, as trustee. DLJCC, because of its relationships with DLJ
II, Associates II, Growth and Associates, and as the managing general
partner of each of Sprout VI and Growth II, also may be deemed to be
beneficially own indirectly the DLJ II Shares, the Growth Shares, the Sprout
VI Shares and the Growth II Shares, for an aggregate of 2,681,969 (the
"DLJCC Shares").

DLJ First ESC L.L.C. ("ESC") may be deemed to be the beneficial owner of
1,969 shares.

DLJ LBO Plans Management Corporation ("LBO"), as the manager of ESC, may be
deemed to beneficially own indirectly 1,266 of the ESC shares. DLJ may be
deemed to be the beneficial owner of 101,512 shares.

As the sole stockholder of DLJCC and DLJ, Donaldson, Lufkin & Jenrette, Inc.
("Donaldson, Lufkin") may be deemed to beneficial own indirectly the DLJCC
Shares and the DLJ Shares. In addition, as the sole stockholder of LBO,
Donaldson Lufkin may be deemed to beneficially own indirectly the shares
that are beneficially owned indirectly by LBO. Accordingly, Donaldson,
Lufkin may be deemed to beneficially own indirectly an aggregate of
2,785,450 shares of Common Stock (the "Donaldson, Lufkin Shares"). As the
sole stockholder of Donaldson, Lufkin, The Equitable Companies Incorporated
("Equitable") may be deemed to beneficially own indirectly the Donaldson,
Lufkin Shares. In addition, the following entities, by reason of their
relationship with Equitable or Donaldson, Lufkin may be deemed to
beneficially own indirectly the Donaldson, Lufkin Shares: AXA, FINAXA, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe
Assurance Mutuelle, Alpha Assurances Vie Mutuellle, Alpha Assurances
I.A.R.D. Mutuelle, Claude Be Bear, as voting trustee, Patrice Garnier, as
Voting Trustee, Henri de Clermont-Tonnerre, as voting trustee.

(12) Not held of record, but may be deemed beneficially owned.

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DESCRIPTION OF THE NOTES

GENERAL

The Notes will be issued pursuant to the Indenture to be dated as of
, 1996 between the Company and AmSouth Bank of Alabama, as trustee (the
"Trustee"), a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and the Trust Indenture Act for a statement thereof. The following
summary of certain provisions of the Indenture does not purport to be complete
and is qualified in its entirety by reference to the Indenture, including the
definitions therein of certain terms used below. The definitions of certain
terms used in the following summary are set forth below under "-- Certain
Definitions." Capitalized terms not otherwise defined below or elsewhere in this
Prospectus have the meanings given to them in the Indenture. As used in this
"Description of the Notes," the term the "Company" refers to Paracelsus
Healthcare Corporation and not to any of its subsidiaries.

The Notes will be general unsecured obligations of the Company, subordinated
in right of payment to all existing and future Senior Indebtedness of the
Company, including Indebtedness pursuant to the Existing Paracelsus Credit
Facility and, upon consummation of the Credit Facility Refinancing, the New
Credit Facility. See "-- Subordination." On a pro forma basis, after giving
effect to the Merger and the Offerings and the application of the net proceeds
therefrom, the Company would have had $143.8 million of Senior Indebtedness
outstanding at June 30, 1996 ($193.6 million without giving effect to the Equity
Offering), all of which would have been secured indebtedness. The Notes will
also be effectively subordinated to all existing and future indebtedness and
other liabilities of the Company's subsidiaries (including Champion), which
after giving effect to the Merger and the Offerings would have been
approximately $8.5 million at June 30, 1996.

PRINCIPAL, MATURITY AND INTEREST

The Notes will be limited to $325,000,000 in aggregate principal amount and
will mature on , 2006. Interest on the Notes will accrue at the rate of
% per annum and will be payable semi-annually in arrears on and
of each year, commencing , 1997, to Holders of record on the
immediately preceding and , respectively. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
Principal, premium, if any, and interest on the Notes will be payable at the
office or agency of the Company maintained for such purpose within the City and
State of New York or, at the option of the Company, payments of interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes. Until otherwise designated by the
Company, the Company's office or agency in New York will be the office of the
Trustee maintained for such purpose. The Notes will be issued in denominations
of $1,000 and integral multiples thereof.

SUBORDINATION

The indebtedness evidenced by the Notes will, to the extent set forth in the
Indenture, be subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and will rank PARI PASSU with any Existing
Senior Subordinated Notes that remain outstanding after completion of the Debt
Tender Offer. Upon any payment or distribution of assets of the Company to
creditors upon any liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors, marshaling of assets or any bankruptcy,
insolvency or similar proceedings of the Company, the holders of Senior
Indebtedness will first be entitled to receive payment in full of all
Obligations due in respect of Senior Indebtedness (including interest accruing
after the commencement of a bankruptcy or insolvency at the rate specified in
the applicable Senior Indebtedness and including, without limitation, in respect
of premiums, indemnities or otherwise, and all indebtedness under the

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Existing Paracelsus Credit Facility and, upon consummation of the Credit
Facility Refinancing, the New Credit Facility which is disallowed, avoided or
subordinated pursuant to Section 548 of Title 11, United States Code or any
applicable state fraudulent conveyance law), before the Holders of Notes will be
entitled to receive any payment of principal of, premium, if any, or interest on
the Notes, including any amounts that become due as a result of a Change of
Control Offer or an Asset Sale Offer, and until all Obligations with respect to
Senior Indebtedness are paid in full, any distribution to which the holders of
Notes would be entitled shall be made to the holders of Senior Indebtedness
(except that holders of Notes may receive and retain securities ("Junior
Securities") distributed or paid in respect of the Notes that are subordinated
at least to the same extent as the Notes to Senior Indebtedness).

The Company also may not make any payment upon or in respect of the Notes
(except in Junior Securities) if (i) a default in the payment of the principal
of, premium, if any, or interest on Senior Indebtedness occurs and is continuing
beyond any applicable period of grace (whether by acceleration or otherwise) or
(ii) any other default shall have occurred and be continuing that would permit
holders of Designated Senior Indebtedness to accelerate the maturity of such
Designated Senior Indebtedness and the Trustee and the Company receive a written
notice (a "Payment Blockage Notice") of such default from the holders of such
Designated Senior Indebtedness. With respect to clause (ii) above, if such
Designated Senior Indebtedness is not declared due and payable within 180 days
after written notice of the event of default is given, promptly after the end of
the 180-day period the Company shall resume making any and all payments in
respect of the Notes, including any missed payments. In the case of a payment
default, the Company shall resume making any and all required payments in
respect of the Notes, including any missed payments, on the date on which such
payment default is cured or waived. During any 360-day consecutive period, only
one such period during which payment with respect to the Notes may not be made
may commence and the duration of such period may not exceed 180 days. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice unless such nonpayment default shall have
been waived for a period of not less than 90 days.

Nothing in the Indenture or in the Notes affects the obligation of the
Company, which is absolute and unconditional, to pay principal of and premium,
if any, and interest on the Notes. The failure to make any payment on the Notes
by reason of the provisions of the Indenture described under this "--
Subordination" will not be construed as preventing the occurrence of an Event of
Default with respect to the Notes arising from any such failure to make payment.

By reason of such subordination, in the event of insolvency, creditors of
the Company who are not holders of Senior Indebtedness or of the Notes may
recover less, ratably, than holders of Senior Indebtedness and may recover more,
ratably, than the Holders of the Notes.

The subordination provisions described above will cease to be applicable to
the Notes upon any defeasance or covenant defeasance of the Notes as described
under "-- Legal Defeasance and Covenant Defeasance."

OPTIONAL REDEMPTION

The Notes will not be redeemable at the Company's option prior to ,
2001 except as set forth under "-- Certain Covenants -- Change of Control,"
below. Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, at the redemption prices (expressed as

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percentages of principal amount) set forth below, if redeemed during the
12-month period beginning on of the years indicated below, in each case
together with accrued and unpaid interest to the applicable redemption date.

<TABLE>
<CAPTION>
YEAR PERCENTAGE
<S> <C>
2001................................................................... %
2002................................................................... %
2003................................................................... %
2004................................................................... %
2005 and thereafter.................................................... 100.000%
</TABLE>

SELECTION AND NOTICE

If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee on a pro rata basis, by lot or
by such other method as the Trustee deems fair and appropriate provided that any
such method is not prohibited by the rules of any securities exchange on which
the Notes are at that time listed or quoted. Notes may be redeemed in part in
multiples of $1,000 only. Notice of redemption shall be mailed to each Holder of
Notes to be redeemed by first class mail at least 30 but not more than 60 days
before the redemption date at such Holder's last address as then shown upon the
Note Register. If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the redemption date, interest
will cease to accrue on Notes or portions thereof called for redemption.

CERTAIN COVENANTS

The Indenture contains, among others, the following covenants:

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, each Holder of Notes will have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") at a purchase price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (the "Change of Control Payment").

The Indenture will provide that, prior to complying with the provisions of
this covenant, but in any event within 30 days following a Change of Control,
the Company will to the extent required either (i) repay all outstanding Senior
Indebtedness or (ii) obtain the requisite consents, if any, under all agreements
governing outstanding Senior Indebtedness to permit the repurchase of Notes
required by this covenant. The failure to obtain any such consents will not
relieve the Company of its obligation to repurchase the Notes pursuant to a
Change of Control Offer.

Within 30 days following any Change of Control, the Company will mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and offering to repurchase Notes pursuant to the
procedures required by the Indenture and this covenant and described in such
notice. The Company will comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes
pursuant to the Change of Control Offer. On or prior to the purchase date for
such Change of Control Offer, the Company will, to the extent lawful, (i) accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Trustee an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officer's Certificate stating the aggregate principal
amount of the Notes or portions thereof being purchased by the Company. The
Trustee will promptly make available to each Holder of the Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate

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and deliver (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; PROVIDED that each such new Note will be in a principal amount of $1,000
or an integral multiple thereof.

In the event that, pursuant to any Change of Control Offer, there are
properly tendered and accepted for payment by the Company Notes representing 80%
or more of the Notes outstanding at the commencement of such Change of Control
Offer, then the Company shall have the right, at its option, to redeem all, but
not less than all, of the outstanding Notes not tendered pursuant to such Change
of Control Offer at a redemption price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest to the redemption date. Any
such redemption shall be affected in the same manner as described under "--
Optional Redemption" above.

The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as described
above with respect to a Change of Control, the Indenture does not contain
provisions that permit the Holders of the Notes to require the Company to
repurchase or redeem the Notes in the event of an acquisition or takeover.

If a Change of Control were to occur, there can be no assurance that the
Company would have sufficient funds available to repay all outstanding Senior
Indebtedness then required to be repaid (or otherwise obtain any consent under
outstanding Senior Indebtedness necessary to permit the repurchase of the Notes)
and pay the purchase price for all the Notes tendered by the holders thereof.
See "Risk Factors -- Possible Inability to Repurchase Notes Upon a Change of
Control."

LIMITATIONS ON RESTRICTED PAYMENTS

The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly: (i) declare or pay any
dividend or make any other payment or distribution (including, without
limitation, any payment in connection with any merger or consolidation involving
the Company or any Subsidiary of the Company (other than cash in lieu of
fractional shares)) on account of any Equity Interests of the Company or any of
its Subsidiaries (other than (x) dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company and (y) in the case of
a Subsidiary, dividends or distributions payable to the Company or any Wholly
Owned Subsidiary of the Company or pro rata dividends or distributions); (ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company or any Subsidiary or other Affiliate of the Company (other than
any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of
the Company and joint venture interests evidencing ownership interests in
Permitted Joint Ventures); and (iii) make any principal payment on, or purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness that
by its terms is subordinated in right of payment to the Notes, except in
accordance with the scheduled mandatory redemption or payment provisions set
forth in the original documentation governing such Indebtedness (but not
pursuant to any mandatory offer to repurchase upon the occurrence of any events)
(all such payments and other actions set forth in clauses (i) through (iii)
above being collectively referred to as "Restricted Payments"), unless:

(a) no Default or Event of Default shall have occurred under the Notes
or the Indenture and be continuing or would occur as a consequence thereof;

(b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Pro Forma
Coverage Ratio test set forth in the first paragraph of the covenant
entitled "Limitations on Incurrence of Indebtedness"; and

(c) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Subsidiaries or other
Affiliates after the date of the Indenture (excluding Restricted Payments
permitted by clauses (i), (ii), (iv), (v) and (vi) of the next succeeding
paragraph but including Restricted Payments permitted by clause (iii) of the
next succeeding paragraph), is less than the sum of (i) 50% of the
Consolidated Net Income of the

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Company for the period (taken as one accounting period) from the beginning
of the first fiscal quarter commencing after the date of the Indenture to
the end of the Company's most recently ended fiscal quarter for which
internal financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a deficit,
minus 100% of such deficit), PLUS (ii) 100% of the aggregate net cash
proceeds, including the fair market value of property other than cash (as
determined in good faith by the Board), received by the Company from the
issuance or sale other than to a subsidiary of the Company since the date of
the Indenture of Equity Interests other than Disqualified Capital Stock of
the Company or of debt securities or Disqualified Stock of the Company that
have been converted into such Equity Interests (other than Disqualified
Stock) PLUS (iii) $5.0 million.

The foregoing provision will not be violated by the payment of any dividend
within 60 days after the date of declaration thereof, if at such date of
declaration such payment would have complied with the provisions of the
Indenture. In addition notwithstanding the foregoing, so long as no Event of
Default or Default shall have occurred or be continuing or would occur as a
consequence thereof, the Company and any Subsidiary may (i) purchase, redeem, or
otherwise acquire or retire for value any Equity Interests of the Company in
exchange for, or out of the net proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Company) of other Equity Interests of the
Company (other than Disqualified Stock); PROVIDED that the amount of any such
net cash proceeds that are utilized for any such purchase, redemption or other
acquisition or retirement shall be excluded from clause (c)(ii) of the preceding
paragraph; (ii) defease, redeem or repurchase subordinated Indebtedness with the
net proceeds from an incurrence of Permitted Refinancing Indebtedness or of or
in exchange for the substantially concurrent sale (other than to a Subsidiary of
the Company) of Equity Interests of the Company (other than Disqualified Stock);
PROVIDED that the amount of any such net cash proceeds that are utilized for any
such purchase, redemption, repurchase, retirement or other acquisitions shall be
excluded from clause (c)(ii) of the preceding paragraph; (iii) redeem or
repurchase any Equity Interests of the Company or any Subsidiary of the Company
held by any officers, directors or employees of the Company (or any of its
Subsidiaries) whose employment has been terminated or who have died or become
disabled, so long as the aggregate amount of payments for all such redemptions
or repurchases in any fiscal year do not exceed $5.0 million; (iv) pay scheduled
dividends on or redeem any preferred stock issued by a Subsidiary of the Company
permitted to be created or issued pursuant to the provisions of the Indenture
described under "-- Limitations on Incurrence of Indebtedness;" (v) pay the
Dividend declared on , 1996 to the Paracelsus Shareholder and (vi)
redeem or repurchase Common Stock from holders thereof who beneficially own in
the aggregate less than 1% of the outstanding Common Stock (other than officers,
directors or employees of the Company or any of its Subsidiaries whose Equity
Interests are redeemed or repurchased in accordance with clause (iii) of this
paragraph) within two years from the date of the Indenture so long as the
aggregate amount of payments for all such redemptions or repurchases in such
period do not exceed $1 million. Any payment made pursuant to clause (iii) of
this paragraph shall be a Restricted Payment for purposes of calculating
aggregate Restricted Payments pursuant to clause (c) of the preceding paragraph.

Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by the covenant "Limitations on Restricted Payments" were computed,
which calculations shall be based upon the Company's latest available financial
statements.

LIMITATIONS ON INCURRENCE OF INDEBTEDNESS

The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect
to (collectively, "incur") any Indebtedness (including Acquired Debt); PROVIDED,
HOWEVER, that the Company may incur Indebtedness if, at the time such
Indebtedness is incurred and after giving effect thereto and the application of
the proceeds therefor, the Company's

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Pro Forma Coverage Ratio for the Company's most recently ended four fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such Indebtedness is incurred would not be less than
(x) 2.0 to 1 for Indebtedness incurred on or prior to December 31, 1997 and (y)
2.25 to 1 for Indebtedness incurred thereafter.

The foregoing provisions will not apply to:

(i) the incurrence by the Company of Indebtedness pursuant to the New
Credit Facility and any renewal, extension, refinancing or refunding thereof
and Indebtedness of the Company or any of its Subsidiaries incurred for
working capital purposes, together in an aggregate principal amount not to
exceed at any time outstanding $400.0 million LESS the aggregate amount of
all Net Proceeds of Asset Sales applied to permanently reduce Indebtedness
(and the commitments) thereunder pursuant to the covenant entitled
"Limitations on Dispositions of Assets";

(ii) Capital Lease Obligations in an aggregate principal amount not to
exceed 10% of the assets of the Company and its Subsidiaries taken as a
whole at any time outstanding (any excess to be considered Indebtedness
subject to the requirements described in the first paragraph under this "--
Limitations on Incurrence of Indebtedness");

(iii) the incurrence by the Company and its Subsidiaries of Existing
Indebtedness;

(iv) Indebtedness evidenced by letters of credit issued in the ordinary
course of business of the Company to secure workers' compensation and other
insurance coverages;

(v) Guarantees by a Subsidiary of the Company of Indebtedness otherwise
permitted to be incurred under the Indenture;

(vi) Physician Support Obligations;

(vii) Indebtedness incurred to purchase or finance any person's purchase
of any person's ownership interest in a Permitted Joint Venture in
accordance with the terms of the agreement under which any such interest was
issued;

(viii) Purchase Money Indebtedness incurred in the ordinary course of
business;

(ix) Indebtedness (including letters of credit) incurred in respect of
performance bonds, standby letters of credit or surety or appeal bonds in
the ordinary course of business;

(x) the Shareholder Subordinated Note;

(xi) the incurrence by the Company or any of its Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund, (a)
the Notes, (b) Existing Indebtedness, (c) Indebtedness incurred pursuant to
clauses (vii) and (viii) of this paragraph, (d) the Shareholder Subordinated
Note or (e) any Indebtedness that was incurred in compliance with the Pro
Forma Coverage Ratio test contained in the preceding paragraph;

(xii) the incurrence by the Company or any of its Subsidiaries of
intercompany Indebtedness between or among the Company and any of its
Subsidiaries; PROVIDED, HOWEVER, that (a) such Indebtedness is expressly
subordinate to the payment in full of the Notes and (b)(1) any subsequent
issuance or transfer (other than for security purposes) of Equity Interests
that result in any such Indebtedness being held by a Person other than the
Company or a Subsidiary of the Company and (2) any sale or other transfer of
any such Indebtedness (including for security purposes) to a Person that is
neither the Company nor a Subsidiary shall be deemed in each case to
constitute an incurrence of such Indebtedness by the Company or such
Subsidiary, as the case may be; and

(xiii) the incurrence by the Company of Indebtedness not otherwise
permitted to be incurred by any other clause of this paragraph in an
aggregate principal amount at any time outstanding not to exceed the greater
of (x) $30 million and (y) 10% of the Company's Consolidated Net Worth at
the time of incurrence.

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LIMITATIONS ON LIENS

The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien, other than Permitted Liens, on any property or asset
now owned or hereafter acquired, or on any income or profits therefrom or assign
or convey any right to receive income therefrom, to secure any Indebtedness that
is PARI PASSU with or subordinate in right of payment to the Notes, unless the
Notes are either (i) secured by a Lien on such property, assets, income or
profits that is senior in priority to the Lien securing such other Indebtedness,
if such other Indebtedness is subordinated in right of payment to the Notes or
(ii) equally and ratably secured by a Lien on such property, assets, income or
profits with the Lien securing such other Indebtedness, if such other
Indebtedness is PARI PASSU in right of payment to the Notes.

LIMITATIONS ON DISPOSITIONS OF ASSETS.

Subject to the "Limitations on Merger, Consolidation or Sale of Assets"
covenant discussed below, the Company may not, and may not permit any of its
Subsidiaries to, sell, transfer or otherwise dispose of any assets (including by
way of sale and leaseback), other than in the ordinary course of business or the
sale of accounts receivable in connection with a receivables financing that is
not required under GAAP to be booked as a liability on the balance sheet of the
Company or its Subsidiaries, or all or substantially all of the Capital Stock of
any Subsidiary directly or indirectly owned by the Company in each case whether
in a single transaction or a series of related transactions that have an
aggregate fair market value in excess of $15.0 million or for net proceeds in
excess of $15 million (an "Asset Sale") unless the Net Proceeds from such Asset
Sale are applied in accordance with the following provisions. Within 365 days
after the receipt of any Net Proceeds from an Asset Sale, the Company may apply
such Net Proceeds, at its option, (a) to permanently reduce Indebtedness (and,
in the case of revolving Indebtedness, to permanently reduce the commitments)
under the New Credit Facility or to reduce other Senior Indebtedness of the
Company, (b) to an investment in a Permitted Business or a controlling interest
in a person that owns a Permitted Business or the making of a capital
expenditure or to acquire other tangible assets, in each case, engaged or used
in a Permitted Business or any Permitted Joint Venture. Pending the final
application of any such Net Proceeds, the Company may temporarily reduce
revolving Indebtedness under the New Credit Facility (or any renewal, extension,
refinancing or refunding thereof) or otherwise invest such Net Proceeds in any
manner that is not prohibited by the Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the preceding sentence of
this paragraph will be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be
required to make an offer to all Holders of Notes (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes and, on a pro rata basis, any
other Indebtedness requiring to be so repurchased (including any Existing Senior
Subordinated Notes that may be outstanding) that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon to the date of
purchase, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes (and, if applicable, any Existing
Senior Subordinated Notes that may be outstanding) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company may use any remaining
Excess Proceeds for general corporate purposes. Upon completion of such Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.
Notwithstanding the foregoing (a) a transfer of assets by the Company or a
Subsidiary, (b) any issuance of Equity Interests by a Subsidiary to the Company
or another Subsidiary of the Company and (c) any Restricted Payment permitted by
the covenant described under "Limitations on Restricted Payments" above, shall
not be deemed to be an Asset Sale.

LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES

The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (i)(a) pay dividends or make any other

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distributions to the Company or any of its Subsidiaries (1) on its Capital Stock
or (2) with respect to any other interest or participation in, or measured by,
its profits, or (b) pay any indebtedness owed to the Company or any of its
Subsidiaries; (ii) make loans or advances to the Company or any of its
Subsidiaries; (iii) transfer any of its properties or assets to the Company or
any of its Subsidiaries; or (iv) Guarantee any loans or advances to the Company
or any of its Subsidiaries, except for such encumbrances or restrictions
existing under or by reasons of:

(a) Existing Indebtedness, as in effect on the date of the Indenture;

(b) the New Credit Facility, as in effect on the date of the Indenture,
and any amendments, modifications, restatements, extensions, renewals,
increases, supplements, refundings, replacements or refinancings thereof,
PROVIDED that such amendments, modifications, restatements, extensions,
renewals, increases, supplements, refundings, replacements or refinancings
are not materially more restrictive in the aggregate than those contained in
the New Credit Facility, as in effect on the date of the Indenture;

(d) applicable law;

(e) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries, as in effect at the time
of acquisition (except to the extent such Indebtedness was incurred in
connection with, or in contemplation of such acquisition), which encumbrance
or restriction is not applicable to any Person, or the properties or assets
of any Person, other than the Person, or the property or assets of the
Person, so acquired, PROVIDED that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of the Indenture to be incurred;

(f) by reason of customary non-assignment provisions in leases entered
into in the ordinary course of business and consistent with past practices;

(g) restrictions contained in security agreements relating to Purchase
Money Indebtedness to the extent such restrictions restrict the transfer of
property subject to such security agreement;

(h) Permitted Refinancing Indebtedness, PROVIDED that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced;

(i) any Permitted Joint Venture, PROVIDED that such restrictions apply
only to the assets of such Permitted Joint Venture; or

(j) any agreement which has been entered into for the sale or
disposition of all of the assets or capital stock of a Subsidiary; PROVIDED,
HOWEVER, that with respect to this clause (j), such encumbrances or
restrictions shall exist (A) only with respect to the Subsidiary being sold
or disposed of and (B) only for a period of six months following the
execution of such agreement.

LIMITATIONS ON MERGER, CONSOLIDATION OR SALE OF ASSETS

The Indenture will provide that the Company may not consolidate or merge
with or into (whether or not the Company is the surviving entity), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to another
Person unless (i) the Company is the survivor or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia; (ii) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made assumes all the obligations
of the Company under the Notes and the Indenture pursuant to a supplemental
indenture

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in form reasonably satisfactory to the Trustee; (iii) immediately after such
transaction, no Default or Event of Default exists; and (iv) the Company or the
Person formed by or surviving any such consolidation or merger, or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have
been made will, at the time of such transaction after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
indebtedness pursuant to the Pro Forma Coverage Ratio test set forth in the
first paragraph of the covenant entitled "Limitations on Incurrence of
Indebtedness." Notwithstanding the foregoing, clause (iv) shall not prohibit a
transaction, the principal purpose and effect of which is (as determined in good
faith by the Board of Directors of the Company and evidenced by a resolution
thereof) to change the state of incorporation of the Company, and such
transaction does not have as one of its purposes the evasion of the restrictions
of this covenant.

LIMITATIONS ON TRANSACTIONS WITH AFFILIATES

The Indenture will provide that the Company will not, and will not permit
any of its Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i) such
Affiliate Transaction is on terms that in the aggregate are no less favorable to
the Company or such Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Subsidiary with an unrelated
Person and (ii) the Company delivers to the Trustee (a) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $1.0 million, a resolution of the Board of
Directors set forth in an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (i) above and that such Affiliate Transaction
has been approved by a majority of the disinterested members of the Board of
Directors and (b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $5
million, the Board of Directors shall have obtained an opinion from an
investment banking firm of national standing to the effect that such Affiliate
Transaction is fair to the Company or such Subsidiary from a financial point of
view; PROVIDED, HOWEVER, that (i) employment contracts, "know-how" agreements,
compensation arrangements and loans to employees, in each case in the form
existing as of the date of the Indenture or representing a continuation,
extension, renewal, refinancing or replacement thereof on terms no less
favorable to the Company than those contained in such contracts, agreements,
arrangements or loans in the form existing as of the date of the Indenture, (ii)
transactions between or among the Company, its Subsidiaries and/or Permitted
Joint Ventures, (iii) the making of Physician Support Obligations, (iv) each
Merger Related Agreement, in each case in the form existing as of the date of
the Indenture or representing a continuation, extension, renewal, refinancing or
replacement thereof on terms no less favorable to the Company than those
contained in such Merger Related Agreement in the form existing as of the date
of the Indenture and (v) transactions permitted by the provisions of the
Indenture described above under the covenant "-- Limitations on Restricted
Payments," in each case, shall not be deemed Affiliate Transactions.

LIMITATIONS ON OTHER SUBORDINATED INDEBTEDNESS

The Indenture will provide that the Company will not incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness that is both
subordinate or junior in right of payment to any Senior Indebtedness and senior
in right of payment to the Notes.

LIMITATION ON LINE OF BUSINESS

The Company will not, and will not permit any Subsidiary to, engage in any
business other than a Permitted Business.

REPORTS

The Indenture will provide that, whether or not required by the rules and
the regulations of the Commission, so long as any Notes are outstanding, the
Company will furnish to the Holders of Notes (i) all quarterly and annual
financial information that would be required to be contained in a filing

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with the Commission on Forms 10-Q and 10-K if the Company were required to file
such Forms, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" that describes the financial condition and
results of operations of the Company and its Subsidiaries and, with respect to
the annual information only, a report thereon by the Company's certified,
independent accountants and (ii) all current reports that would be required to
be filed with the Commission on Form 8-K if the Company were required to file
such reports.

EVENTS OF DEFAULT AND REMEDIES

The Indenture will provide that each of the following constitutes an Event
of Default:

(i) default for 30 days in the payment when due of interest on the Notes
(whether or not prohibited by the subordination provisions of the
Indenture);

(ii) default in payment when due of principal or premium, if any, on the
Notes at maturity, upon redemption or otherwise, including pursuant to a
Change of Control Offer or an Asset Sale Offer (whether or not prohibited by
the subordination provisions of the Indenture);

(iii) failure to perform or comply with any other covenant or agreement
of the Company under the Indenture or the Notes continued for 60 days after
written notice to the Company by the Trustee or Holders of at least 25% in
aggregate principal amount of Outstanding Notes;

(iv) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Subsidiaries
(or the payment of which is guaranteed by the Company or any of its
Subsidiaries) whether such Indebtedness or Guarantee now exists, or is
created after the date of the Indenture, which default results in the
acceleration of the maturity of such Indebtedness having an outstanding
principal amount of at least $15.0 million, or a failure to pay such
Indebtedness having an outstanding principal amount of at least $15.0
million at its stated maturity, provided that such acceleration or failure
to pay is not cured within 10 days after such acceleration or failure to
pay;

(v) failure by the Company or any of its Subsidiaries to pay final
non-appealable judgments (to the extent not covered by insurance and as to
which the insurer has not acknowledged coverage in writing) aggregating in
excess of $15.0 million which are not stayed within 60 days after their
entry; and

(vi) certain events of bankruptcy or insolvency with respect to the
Company or any of its Significant Subsidiaries.

Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default (as defined) shall occur and be continuing,
the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity. Subject to
such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Notes will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, PROVIDED that the Trustee shall not determine that the action so
directed would be unjustly prejudicial to the Holders not taking part in such
direction.

If an Event of Default (other than an Event of Default described in Clause
(vi) above) shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Notes may
accelerate the maturity of all Notes; PROVIDED, HOWEVER, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of Outstanding Notes may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated principal, have been cured or
waived as provided in the Indenture. If an Event of Default specified in Clause
(vi)

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above occurs, the Outstanding Notes will IPSO FACTO become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. For information as to waiver of defaults, see "-- Modification and
Waiver."

No Holder of any Note will have any right to order or direct the Trustee to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default (as defined) and unless also the
Holders of at least 25% in aggregate principal amount of the Outstanding Notes
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Notes a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days. However, such limitations do
not apply to a suit instituted by a Holder of a Note for enforcement of payment
of the principal of and premium, if any, or interest on such Note on or after
the respective due dates expressed in such Note.

The Company will be required to furnish to the Trustee quarterly a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (i) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due from the trust referred to below, (ii)
the Company's obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments
held in trust, (iii) the rights, powers, trusts, duties and immunities of the
Trustee, and the Company's obligations in connection therewith and (iv) the
Legal Defeasance provisions of the Indenture. In addition, the Company may, at
its option and at any time, elect to have the obligations of the Company
released with respect to certain covenants that are described in the Indenture
and the subordination provisions of the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with such obligation shall not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "-- Events
of Default and Remedies" will no longer constitute an Event of Default with
respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest on the outstanding Notes
on the stated maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Notes are being defeased to maturity or
to a particular redemption date; (ii) in the case of Legal Defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm, that
the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred; (iii) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel confirming that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have

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been the case if such Covenant Defeasance had not occurred; (iv) no Default or
Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) or insofar as certain Events of Default
specified in the Indenture are concerned, at any time in the period ending on
the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under any material agreement or instrument (other than the Indenture) to which
the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound; (vi) the Company must deliver to the Trustee an
Opinion of Counsel to the effect that such deposit shall not cause the Trustee
or the trust so created to be subject to the Investment Company Act of 1940; and
(vii) the Company must deliver to the Trustee an Officers' Certificate and an
opinion of counsel, each stating that all conditions precedent provided for
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Notes; PROVIDED, HOWEVER, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Note
affected thereby, (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Note, (ii) reduce the principal amount of, (or
the premium) or interest on, any Note, (iii) change the place or currency of
payment of principal of (or premium), or interest on, any Note, (iv) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Note, (v) reduce the above-stated percentage of Outstanding Notes necessary
to modify or amend the Indenture, (vi) reduce the percentage of aggregate
principal amount of Outstanding Notes necessary for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults, (vii)
modify any provisions of the Indenture relating to the modification and
amendment of the Indenture or the waiver of past defaults or covenants, except
as otherwise specified, or (viii) following the mailing of any Change of Control
Offer or Asset Sale Offer, modify the terms of such Change of Control Offer or
Asset Sale Offer for the Notes required under the "Change of Control" and
"Limitations on Dispositions of Assets" covenants contained in the Indenture in
a manner materially adverse to the Holders thereof.

The Holders of a majority in aggregate principal amount of the Outstanding
Notes, on behalf of all Holders of Notes, may waive compliance by the Company
with certain restrictive provisions of the Indenture. Subject to certain rights
of the Trustee, as provided in the Indenture, the Holders of a majority in
aggregate principal amount of the Outstanding Notes, on behalf of all Holders of
Notes, may waive any past default under the Indenture, except a default in the
payment of principal, premium or interest or a default arising from failure to
purchase any Note tendered pursuant to a Change of Control Offer or an Asset
Sale Offer.

GOVERNING LAW

The Indenture and the Notes will be governed by the laws of the State of New
York.

THE TRUSTEE

The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. During the existence of an Event of Default, the Trustee will
exercise such rights and powers vested in it under the Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.

The Indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the Trustee, should it
become a creditor of the Company, to obtain payment of claims in certain cases
or to realize on certain property received by it in respect of any such claim as
security or otherwise. The Trustee is permitted to engage in other transactions
with the Company or any Affiliate, PROVIDED, HOWEVER, that if it acquires any
conflicting interest (as defined in the Indenture or in the Trust Indenture
Act), it must eliminate such conflict or resign.

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CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.

"ACQUIRED DEBT" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person merges
with or into or becomes a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person;
(ii) Indebtedness incurred or created by the Company or any of its Subsidiaries
in connection with the transaction or series of transactions pursuant to which
such Person became a Subsidiary of the Company; and (iii) Indebtedness incurred
or created by the Company or any of its Subsidiaries in connection with the
acquisition of substantially all of the assets of an operating unit or business
of another person.

"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

"ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means, at
the time of determination, the present value (discounted at the interest rate
implicit in the lease, compounded, semiannually) of the obligation of the lessee
of the property subject to such sale-leaseback transaction for rental payments
during the remaining term of the lease included in such transaction including
any period for which such lease has been extended or may, at the option of the
lessor, be extended or until the earliest date on which the lessee may terminate
such lease without penalty or upon payment or penalty (in which case the rental
payments shall include such penalty), after excluding all amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments,
water, utilities and similar charges.

"CALCULATION DATE" means, when used with respect to any calculation, the
date of the transaction giving rise to the need to make such calculation.

"CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the discounted present value of the rental obligations of any person
under any lease of any property that would at such time be so required to be
capitalized on the balance sheet of such person in accordance with GAAP.

"CAPITAL STOCK" means, (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

"CHANGE OF CONTROL" means the occurrence of any of the following: (i) any
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as defined in Section 13(d)(3) of the Exchange Act) or
"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); (ii)
the adoption of a plan for the liquidation or dissolution of the Company; (iii)
the acquisition by any person or group (as defined above) (other than a
Permitted Holder) of a majority of the total voting power entitled to vote
generally in the election of directors of the Company; or (iv) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors. The definition of Change of Control includes a phrase
relating to the sale, lease, transfer, conveyance or disposition of "all or
substantially all" of the assets of the Company and its Subsidiaries, taken as a
whole. There is no precisely established

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definition of the phrase "substantially all" under applicable law. Accordingly,
the ability of a Holder of Notes to require the Company to repurchase such Notes
as a result of a sale, lease, transfer, conveyance or other disposition of less
than all of the assets of the Company and its Subsidiaries taken as a whole to
another Person or group may be uncertain.

"CONSOLIDATED CASH FLOW" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (a) an amount
equal to any extraordinary loss plus any net loss realized in connection with an
Asset Sale (to the extent such losses were deducted in computing Consolidated
Net Income), plus (b) provision for taxes based on income or profits to the
extent such provision for taxes was deducted in computing Consolidated Net
Income, plus (c) Consolidated Interest Expense of such Person for such period,
to the extent such expense was deducted in computing Consolidated Net Income,
plus (d) depreciation and amortization (including amortization of goodwill and
other intangibles and other non-cash charges) of such Person for such period to
the extent such depreciation and amortization were deducted in computing
Consolidated Net Income, in each case, on a consolidated basis and determined in
accordance with GAAP.

"CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period, the interest expense of such Person and its Subsidiaries for such period
on a consolidated basis, determined in accordance with GAAP (including
amortization of original issue discount and deferred financing costs (other than
deferred financing costs that are accelerated upon the redemption, repurchase or
prepayment of any Indebtedness and except as set forth in the proviso to this
definition)), non-cash interest payments, the interest component of all payments
associated with all Capital Lease Obligations and net payments, if any, pursuant
to Hedging Obligations; PROVIDED, HOWEVER, that in no event shall any
amortization of deferred financing cost incurred in connection with the New
Credit Facility or any amortization of deferred financing costs incurred in
connection with the issuance of the Notes be included in Consolidated Interest
Expense).

"CONSOLIDATED NET INCOME" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP, excluding
expenses or one-time charges incurred or recorded prior to December 31, 1996, to
effect, or in connection with (i) the Merger (including Settlement Costs
incurred by the Company), (ii) the Offerings, (iii) the Credit Facility
Refinancing, (iv) interest paid on the unpaid Dividend for up to 60 days, or (v)
reflecting the refinancing and replacement of Existing Indebtedness with the
Notes and/or the Common Stock; PROVIDED, HOWEVER, that (i) the Net Income (but
not loss) of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the referent Person or a
Subsidiary thereof; (ii) except to the extent dividends or distributions
actually paid were included pursuant to the foregoing clause (i), the Net Income
of any person accrued prior to the date it becomes a Subsidiary of such person
or any of its Subsidiaries or that person's assets are acquired by such person
or any of its Subsidiaries shall be excluded; (iii) the Net Income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that Net Income is not,
at the date of determination, permitted without any prior government approval
(which has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or its
stockholders; (iv) the cumulative effect of a change in accounting principles
shall be excluded; and (v) any non-cash charge recorded in connection with
exiting the psychiatric hospital business shall be excluded.

"CONSOLIDATED NET WORTH" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such Person
and its Subsidiaries as of such date plus (ii) the respective amounts reported
on such Person's balance sheet as of such date with respect to any series of
preferred stock (other than Disqualified Stock), less all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of assets
of a going concern business made in accordance with GAAP as a result of the
acquisition of such business) subsequent to the date of the

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Indenture in the book value of any asset owned by such Person or a Subsidiary of
such Person, and excluding the cumulative effect of a change in accounting
principles, all as determined in accordance with GAAP.

"CONTINUING DIRECTORS" means, as of any date of determination, any member of
the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was nominated for election or
elected to such Board of Directors either pursuant to the Shareholders Agreement
or with the approval of a majority of the Continuing Directors who were members
of such Board at the time of such nomination or election.

"DEFAULT" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

"DESIGNATED SENIOR INDEBTEDNESS" means (i) so long as the Company has any
Obligation under the New Credit Facility, the New Credit Facility and (ii) any
other Senior Indebtedness of the Company permitted under the Indenture and which
at the time of determination has an aggregate amount outstanding of at least
$10.0 million and is specifically designated in the instrument creating or
evidencing such Senior Indebtedness as "Designated Senior Indebtedness."

"DISQUALIFIED STOCK" means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is required to be
redeemed, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final Stated Maturity of the Notes.

"EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock or securities convertible into Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

"EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the New Credit Facility) in
existence on the date of original issuance of the Notes after giving effect to
the application of the proceeds from the sale thereof as shown on a schedule to
the Indenture until such amounts are repaid.

"FIXED CHARGES" means, with respect to any Person for any period, the sum of
(i) the Consolidated Interest Expense of such Person and its Subsidiaries for
such period; (ii) any interest expense on Indebtedness of another Person that is
Guaranteed by the referent Person or one of its Subsidiaries or secured by a
Lien on assets of such Person or one of its Subsidiaries (whether or not such
Guarantee or Lien is called upon); and (iii) the product of (a) all cash
dividend payments (and non-cash dividend payments in the case of a Person that
is a Subsidiary) on any series of preferred stock of such Person (other than
preferred stock that constitutes Indebtedness), times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.

"GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

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"GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

"HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements, interest rate floor agreements and interest rate collar agreements
and (ii) other agreements or arrangements designed to protect such person
against fluctuations in interest rates.

"HOSPITAL" means a hospital, outpatient clinic, long-term care facility,
hospice, psychiatric facility or other facility that is used or useful in the
provision of healthcare services or a Related Business.

"INDEBTEDNESS" of any Person means at any date, without duplication, (i) all
obligations of such person for borrowed money; (ii) all obligations of such
person evidenced by bonds, debentures, notes or other similar instruments; (iii)
all obligations of such person to pay the deferred price of property required to
be accrued on the balance sheet of such person, except accounts payable arising
in the ordinary course of business; (iv) all Capital Lease Obligations of such
person; (v) all Indebtedness of others secured by a Lien on any asset of such
person, whether or not such Indebtedness is assumed by such person (the amount
of such obligation being deemed to be the lesser of the value of the property or
assets or the amount of the obligation so secured); (vi) all Indebtedness of
others Guaranteed by such person; (vii) all obligations of such person to
reimburse the issuer of any letter of credit; (viii) Attributable Debt of such
person; (ix) preferred stock issued by a Subsidiary of such person; (x)
Disqualified Stock; and (xi) Hedging Obligations; PROVIDED, HOWEVER, that
"Indebtedness" does not include any obligations pursuant to receivables
financing which are not required under GAAP to be booked as liabilities on the
balance sheet of such Person.

"INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees, made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

"LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest and
any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

"MERGER RELATED AGREEMENT" means each of the Dividend and Note Agreement,
the Shareholder Subordinated Note, the Shareholder Agreement, the Paracelsus
Shareholder Registration Rights Agreement, the Champion Investors Registration
Rights Agreement, the Services Agreement, the Insurance Agreement and the
Non-Compete Agreement.

"NET INCOME" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP excluding, however, any amount
representing the amortization of goodwill or other intangible assets arising
from acquisitions subsequent to the date of the Indenture and excluding any gain
(but not loss), together with any related provision for taxes on such gain (but
not loss), realized in connection with any Assets Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions), and
excluding any extraordinary or non-recurring gain (but not loss), together with
any related provision for taxes on such extraordinary gain (but not loss).

"NET PROCEEDS" means the aggregate cash proceeds received by the Company or
any of its Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct

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costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, amounts required to be applied to the repayment of Indebtedness
(other than Senior Indebtedness) secured by a Lien on the asset or assets that
were the subject of such Asset Sale and any reserve for adjustment in respect of
the sale price of such asset or assets established in accordance with GAAP.

"OBLIGATIONS" means any principal, interest, penalties, fees, expenses,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"PERMITTED BUSINESS" means the ownership, leasing, operation or management
of Hospitals and Related Businesses.

"PERMITTED HOLDER" means any of the Principal, a Related Party of the
Principal and any person employed in the Company in a management capacity on the
date of the Indenture.

"PERMITTED JOINT VENTURE" means a Person (i) which owns, leases, operates or
services a Hospital or Related Business or manufactures or markets healthcare
products and (ii) of which the Company or any Subsidiary of the Company owns a
30% or greater equity interest.

"PERMITTED LIENS" means (i) Liens in favor of the Company; (ii) Liens on
property of a Person existing at the time such Person either is merged into or
consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company, PROVIDED, that such Liens (x) were not incurred in
connection with, or in contemplation of, such merger, consolidation or becoming
a Subsidiary and (y) do not extend to any assets other than those of the Person
merged into or consolidated with the Company or such Subsidiary; (iii) Liens on
property existing at the time of acquisition thereof by the Company or any
Subsidiary of the Company; PROVIDED that such Liens were not incurred in
connection with, or in contemplation of, such acquisition and do not extend to
any assets of the Company or any of its Subsidiaries other than the property so
acquired; (iv) Liens to secure Existing Indebtedness; (v) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of like nature incurred in the ordinary course of business;
and (vi) Liens securing Indebtedness incurred to refinance Indebtedness that has
been secured by a Lien permitted under the Indenture; PROVIDED that (a) any such
Lien shall not extend to or cover any assets or property not securing the
Indebtedness so refinanced and (b) the refinancing Indebtedness secured by such
Lien shall have been permitted to be incurred under the covenant entitled
"Limitations on Incurrence of Indebtedness."

"PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the Company
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries; PROVIDED that: (i) the
principal amount (or accrued value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accrued value, if
applicable) of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of any prepayment premiums and any other
reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date on or after the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness is subordinated in right of payment to, the Notes on terms at least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

"PHYSICIAN SUPPORT OBLIGATION" means any obligation or guarantee to, or on
behalf of or for the benefit of any physician, pharmacist or other allied
healthcare professional pursuant to a written

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agreement incurred in the ordinary course of business in connection with
recruiting, redirecting or retaining such physician, pharmacist or other allied
healthcare professional to provide service to patients in the service area of
any Hospital or Related Business owned, leased or operated by the Company or any
of its Subsidiaries or any Permitted Joint Venture, but excluding actual
compensation for services provided by such physician, pharmacist or other allied
healthcare professional to any Hospital or Related Business owned, leased or
operated by the Company or any of its Subsidiaries or any Permitted Joint
Venture.

"PRINCIPAL" means Dr. Manfred George Krukemeyer.

"PRO FORMA COVERAGE RATIO" means with respect to any person for any period,
the PRO FORMA ratio of the Consolidated Cash Flow of such person for such period
to the Fixed Charges of such person for such period. The Pro Forma Coverage
Ratio shall, as applicable, be calculated on the following basis:

(i) notwithstanding clause (ii) of the definition of Consolidated Net
Income, if the Indebtedness which is being created, incurred or assumed is
Acquired Debt, the Pro Forma Coverage Ratio shall be determined after giving
effect to both the Fixed Charges related to the creation, incurrence or
assumption of such Acquired Debt and the Consolidated Cash Flow (A) of the
person becoming a Subsidiary of such person or (B) in the case of an
acquisition of assets which constitute substantially all of an operating
unit or business, relating to the assets being acquired by such person;

(ii) notwithstanding the definition of Consolidated Net Income, in the
event the Company or any of its Subsidiaries has acquired assets from a
person during the four-quarter reference period and such assets have been
owned and operated by the Company for more than one fiscal quarter, the
Consolidated Cash Flow shall be computed on a pro forma basis assuming such
assets were acquired on the first day of the four-quarter reference period
based on actual performance of the assets during the period owned;

(iii) there shall be excluded from Fixed Charges any Fixed Charges
related to Indebtedness repaid during and subsequent to the four-quarter
reference period and which is not outstanding on the Calculation Date; and

(iv) the creation, incurrence or assumption of any Indebtedness during
the four-quarter reference period or subsequent hereto and prior to the
Calculation Date, and the application of the proceeds therefrom, shall be
assumed to have occurred on the first day of the fourth quarter reference
period.

"PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company or its
Subsidiaries secured by Liens (i) on property purchased, acquired or constructed
after the date of original issuance of the Notes and used in the ordinary course
of business by the Company and its Subsidiaries and (ii) securing the payment of
all or any part of the purchase price or construction cost of such assets and
limited to the property so acquired and improvements thereof.

"RELATED BUSINESS" means (i) a business affiliated with, or providing
services or financing to, a Hospital or related or ancillary to the ownership,
leasing, operation, financing or management of a Hospital or (ii) any business
related or ancillary to the provision of healthcare services or products.

"RELATED PARTY" with respect to the Principal means (A) any 80% (or more)
owned Subsidiary, or spouse or immediate family member of such Principal or (B)
any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding a controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A), or (C) any Person employed by the
Company in a management capacity as of the date of the Indenture.

"SENIOR INDEBTEDNESS" means (i) Obligations under the New Credit Facility
permitted to be incurred pursuant to the Indenture and (ii) the principal of
(and premium, if any) and accrued and unpaid interest, whether existing on the
date of the Indenture or thereafter incurred, in respect of

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<PAGE>

(A) indebtedness of the Company for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other instruments of indebtedness for
which the Company is responsible or liable; (iii) all Capital Lease Obligations
of the Company; (iv) all obligations of the Company (A) for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (B) under interest rate swaps, caps, collars, options or similar
arrangements and foreign currency hedges entered into in respect of any
obligations described in clauses (i), (ii) and (iii) immediately above and (c)
issued or assumed as the deferred purchase price of property or services and all
conditional sale obligations and all obligations under any title retention
agreement; (v) all obligations of the type referred to in clauses (ii), (iii)
and (iv) immediately above and all dividends of other persons for the payment of
which, in either case, the Company is responsible or liable as obligor,
guarantor or otherwise; (vi) all obligations consisting of modifications,
renewals, extensions, replacements and refundings of any obligations described
in clause (i), (ii), (iii), (iv) or (v) immediately above; and (vii) any other
Indebtedness which by its terms or the terms of any instrument creating it is
designated as "Senior Indebtedness" or senior in right of payment to the Notes.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include (1) any Indebtedness as to which the terms of the instrument
creating or evidencing the same provide that such Indebtedness is not superior
in right of payment to the Notes, (2) any Indebtedness which is subordinated in
right of payment in any respect to any other Indebtedness of the Company, (3)
Indebtedness evidenced by the Notes, the Existing Senior Subordinated Notes and
the Shareholder Subordinated Note, (4) any Indebtedness owed to a Person when
such Person is a Subsidiary or any other Affiliate of the Company, (5) that
portion of any Indebtedness which is incurred in violation of the Indenture and
(6) any liability for Federal, state, local or other taxes owed or owing by the
Company.

"SETTLEMENT COSTS" means the amount of up to $22,356,000 in expenses
incurred in connection with the settlement of two lawsuits, associated legal
fees and the related write-off of certain accounts receivable.

"SIGNIFICANT SUBSIDIARY" means any Subsidiary which would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date of the
Indenture.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof, is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

"VOTING STOCK" means any class or classes of Capital Stock pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
any Person (irrespective of whether or not, at the time, stock of any other
class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

"WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the then outstanding
principal amount of such Indebtedness into (ii) the total of the product
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment.

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DESCRIPTION OF THE NEW CREDIT FACILITY

In connection with the Merger and the Credit Facility Refinancing, the
Company has received commitments for the New Credit Facility with Bank of
America NT&SA, as Administrative Agent, Banque Paribas, as Documentation Agent,
and NationsBank, as Managing Agent, and a syndicate of other lenders and intends
to consummate the Credit Facility Refinancing at or as soon as practicable after
the Effective Time. The New Credit Facility will provide for borrowings of up to
$400.0 million. Although the Merger is not conditioned upon the closing of the
Credit Facility Refinancing, Champion and Paracelsus may be required to obtain
certain consents and waivers under their respective existing credit facilities
in order to consummate the Merger if neither the Credit Facility Refinancing nor
the Notes Offering is consummated. The failure to obtain such consents and
waivers may be deemed to give rise to a default thereunder and perhaps cause
other defaults under the outstanding obligations of Champion and Paracelsus.
There can be no assurance that such consents and waivers, if required, would be
obtained. See "Risk Factors -- Significant Leverage."

The Company currently intends to refinance, through borrowings under the New
Credit Facility, all amounts outstanding under the Existing Paracelsus Credit
Facility, dated as of December 8, 1995, by and among the Company, Bank of
America NT&SA, as Lead Agent, NationsBank, as Co-Agent, and the other banks
named therein. At June 30, 1996, the balance outstanding under the Existing
Paracelsus Credit Facility was approximately $198.0 million.

The Company's obligations under the New Credit Facility would constitute
Senior Indebtedness with respect to the Notes and any other subordinated debt of
the Company outstanding at any time after the consummation of the Credit
Facility Refinancing. In addition, borrowings under the New Credit Facility
would be secured by a first priority lien on the capital stock of most of the
Company's significant subsidiaries. It would have priority as to such collateral
over the Notes. To the extent the New Credit Facility will involve commitments
for future loans, such commitments may be conditioned on continued compliance by
the Company with the terms of the loan agreement and the absence of any material
adverse change in the Company's business. The Company expects that the New
Credit Facility will include covenants that prohibit or limit, among other
things, the sale of assets, the making of acquisitions and other investments,
the incurrence of additional debt and liens and the payment of dividends, and
that require the Company to maintain a minimum consolidated net worth and to
comply with certain financial ratios tests.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement
(the "Underwriting Agreement") between the Company and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ"), BA Securities, Inc. and NationsBanc
Capital Markets, Inc. (together with DLJ, the "Underwriters"), each of the
Underwriters has severally agreed to purchase from the Company, and the Company
has agreed to sell to each of the Underwriters, the respective principal amounts
of the Notes set forth opposite its name below, at the public offering price set
forth on the cover page of the Prospectus, less the underwriting discount:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation................................... $
BA Securities, Inc....................................................................
NationsBanc Capital Markets, Inc. ....................................................
----------------
$ 325,000,000
----------------
----------------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, including the consummation of the
Merger. The Underwriting Agreement also provides that the Company will indemnify
the Underwriters and its controlling persons against certain liabilities and
expenses, including liabilities under the Securities Act. The nature of the
Underwriters' obligations is such that the Underwriters are committed to
purchase all of the Notes if any of the Notes are purchased by them.

The Underwriters have advised the Company that the Underwriters propose to
offer the Notes directly to the public initially at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
offering price less a concession not to exceed % of the principal amount of
the Notes. The Underwriters may allow, and such dealers may reallow, discounts
not in excess of % of the principal amount of the Notes to certain other
dealers. After the initial public offering of the Notes, the offering price and
other selling terms may be changed by the Underwriters.

The Company does not intend to list the Notes on any national securities
exchange. The Company has been advised by the Underwriters that, following the
completion of the Notes Offering, the Underwriters presently intend to make a
market in the Notes as permitted by applicable laws and regulations. However,
the Underwriters are under no obligation to do so and may discontinue any market
making activities at any time at the sole discretion of the Underwriters. No
assurance can be given as to the liquidity of any trading market for the Notes.

Immediately after giving effect to the Merger, affiliates of DLJ will
beneficially own shares of Common Stock representing 5.1% of the issued and
outstanding Common Stock. In addition, DLJ and its affiliates are parties to the
Participants Agreement and hold in the aggregate approximately $5.2 million
aggregate principal amount of the Champion Series D Notes. DLJ is also acting as
the lead managing underwriter for the Equity Offering. DLJ has acted as
Champion's financial advisor in the Merger and has performed investment banking
and other services for Paracelsus in the past including acting as a lead manager
in the sale of $75.0 million of the Existing Senior Subordinated Notes in
October 1993 and has received usual and customary fees for such services. In
addition, DLJ has performed investment banking and other services for Champion
in the past and has received usual and customary fees for such services.

BA Securities, Inc. ("BA Securities") and affiliates provide or have
provided banking, advisory and other financial services to Paracelsus or its
direct affiliates in the ordinary course of business for which BA Securities and
such affiliates have received usual and customary fees. In addition, BA
Partners, a division of BA Securities, was a financial advisor to Paracelsus in
connection with the Merger for which BA Partners received usual and customary
fees. Bank of America NT&SA, an affiliate of BA Securities, is the Lead Agent
and a lender in the Existing Paracelsus Credit Facility and will be the
Administrative Agent and a lender in the New Credit Facility. BA Securities
acted as an

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arranger for the Existing Paracelsus Credit Facility for which it received
customary fees and will act as an arranger for the New Credit Facility for which
it will receive customary fees. BankAmerica Investment Corporation, which is an
affiliate of BA Securities, is also the holder of $6.0 million aggregate
principal amount of Champion Series D Notes, approximately $4.0 million
aggregate principal amount of Champion Series E Notes and 240,000 shares of
Paracelsus Common Stock to be received in connection with the Merger.

NationsBank, an affiliate of NationsBanc Capital Markets, Inc., is the
Co-Agent and a lender under the Existing Paracelsus Credit Facility, a lender
under the Champion Credit Facility and will be the Managing Agent and lender
under the New Credit Facility.

It is anticipated that more than 10% of the proceeds of the Notes Offering
will be received by lenders to Paracelsus and Champion that are affiliated with
members of the National Association of Securities Dealers, Inc. ("NASD")
participating in the Notes Offering. Accordingly, the Notes Offering is being
conducted pursuant to Rule 2710(c)(8) of the NASD Rules of Conduct. In
accordance with this provision, The Chicago Corporation has agreed to act as
"qualified independent underwriter" and the yield at which the Notes are issued
will be not lower than that recommended by The Chicago Corporation in compliance
with the requirements of Rule 2720(c)(3) of the NASD Rules of Conduct. In
connection with the Notes Offering, The Chicago Corporation in its role as
qualified independent underwriter has performed due diligence investigations and
reviewed and participated in the preparations of this Prospectus.

VALIDITY OF NOTES

The validity of the Notes offered hereby will be passed upon for the Company
by Skadden, Arps, Slate, Meagher & Flom, Los Angeles. The validity of the Notes
offered hereby will be passed upon for the Underwriters by Sullivan & Cromwell,
Los Angeles. Sullivan & Cromwell also represented Champion in the Merger.

EXPERTS

The (i) consolidated balance sheet of Champion Healthcare Corporation as of
December 31, 1994 and 1995 and the consolidated statements of operations,
stockholders' equity and cash flows of Champion Healthcare Corporation for each
of the three years in the period ended December 31, 1995; (ii) the balance sheet
of Dakota Heartland Healthcare System as of December 31, 1994 and 1995 and the
statements of income, partners' equity, and cash flows of Dakota Heartland
Healthcare System for the year ended December 31, 1995; (iii) the balance sheet
of Jordan Valley Hospital as of September 30, 1995 and the statements of income
and changes in owner's equity and cash flows of Jordan Valley Hospital for the
period from January 1, 1995 through September 30, 1995; and (iv) the
consolidated balance sheets of Salt Lake Regional Medical Center as of May 31,
1994 and April 13, 1995 and the consolidated statements of income, equity, and
cash flows of Salt Lake Regional Medical Center for each of the two years in the
period ended May 31, 1994 and the period from June 1, 1994 through April 13,
1995 included in this Prospectus and the Registration Statement, have been
included herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given upon the authority of such firm as experts in
accounting and auditing.

The consolidated financial statements of Paracelsus Healthcare Corporation
as of September 30, 1994 and 1995 and for each of the three years in the period
ended September 30, 1995 and the combined financial statements of Davis Hospital
and Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center as of
December 31, 1994 and 1995 and for the years then ended appearing in this
Prospectus and the Registration Statement, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their respective reports thereon
appearing elsewhere herein and in the Registration Statement and are included in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.

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AVAILABLE INFORMATION

The Company has filed under the Securities Act with the Commission the
Registration Statement for the registration of the Notes offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Notes, reference is made
to the Registration Statement, including the exhibits thereto, and the financial
statement schedules filed as a part thereof. Statements made in this Prospectus
concerning the contents of any contract, agreement or other document referred to
herein are not necessarily complete. With respect to each such contract,
agreement or other document filed with the Commission as an exhibit, reference
is made thereto for a complete description thereof, and each such statement
shall be deemed qualified in its entirety by such reference.

The Company and Champion are subject to the informational requirements of
the Exchange Act and, in accordance therewith, file reports, proxy statements
(in the case of Champion only) and other information with the Commission. Such
reports and other information filed with the Commission may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at Seven World Trade Center, Suite 1300, New
York, New York 10048 and at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material also may be obtained by
mail from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material
may also be accessed electronically at the Commission's site on the World Wide
Web located at http://www.sec.gov.

The shares of Champion Common Stock are currently listed on the NYSE under
the symbol "CHC," and such material may also be inspected at the offices of the
NYSE at 20 Broad Street, New York, New York 10005. After consummation of the
Merger, Champion will no longer file reports, proxy statements or other
information with the Commission. Instead, such information would be provided, to
the extent required, in filings made by the Company. In addition, the Common
Stock has been approved for listing on the NYSE upon consummation of the Merger
under the symbol "PLS," subject to official notice of issuance. Accordingly,
after consummation of the Merger such material may also be inspected at the
offices of the NYSE at 20 Broad Street, New York, New York 10005.

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INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<S> <C>
Paracelsus Financial Statements as of and for the years ended September 30, 1993,
1994 and 1995
Report of Ernst & Young LLP Independent Auditors.................................. F-4
Consolidated Balance Sheets -- September 30, 1994 and 1995........................ F-5
Consolidated Statements of Income -- Years ended September 30, 1993, 1994 and
1995............................................................................. F-6
Consolidated Statements of Shareholder's Equity -- Years ended September 30, 1993,
1994 and 1995.................................................................... F-7
Consolidated Statements of Cash Flows -- Years ended September 30, 1993, 1994 and
1995............................................................................. F-8
Notes to Consolidated Financial Statements........................................ F-10
Paracelsus Financial Statements as of and for the Six Months ended March 31, 1995
and 1996 (unaudited)
Condensed Consolidated Balance Sheets -- September 30, 1995 and March 31, 1996.... F-21
Consolidated Statements of Income (unaudited) -- Six Months ended March 31, 1995
and 1996......................................................................... F-22
Consolidated Statements of Cash Flows (unaudited) -- Six Months ended March 31,
1995 and 1996.................................................................... F-23
Notes to Unaudited Condensed Consolidated Financial Statements.................... F-24
Davis Hospital and Medical Center, Pioneer Valley Hospital, and Santa Rosa Medical
Center Combined Financial Statements as of and for the years ended December 31,
1994 and 1995
Report of Ernst & Young LLP Independent Auditors.................................. F-26
Combined Balance Sheets -- December 31, 1994 and 1995............................. F-27
Combined Statements of Income and Changes in Retained Earnings -- Years ended
December 31, 1994 and 1995....................................................... F-28
Combined Statements of Cash Flows -- Years ended December 31, 1994 and 1995....... F-29
Notes to Combined Financial Statements............................................ F-30
Davis Hospital and Medical Center, Pioneer Valley Hospital, and Santa Rosa Medical
Center Combined Financial Statements for the Three Months ended March 31, 1995 and
1996 (unaudited)
Unaudited Combined Balance Sheet -- March 31, 1996................................ F-34
Unaudited Combined Statements of Income and Changes in Retained Earnings -- Three
Months ended March 31, 1995 and 1996............................................. F-35
Unaudited Combined Statements of Cash Flows -- Three Months ended March 31, 1995
and 1996......................................................................... F-36
Champion Financial Statements as of and for the years ended December 31, 1993, 1994
and 1995
Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-37
Consolidated Balance Sheet -- December 31, 1994 and 1995.......................... F-38
Consolidated Statement of Operations -- Years Ended December 31, 1993, 1994 and
1995............................................................................. F-39
Consolidated Statement of Stockholders' Equity -- Years Ended December 31, 1993,
1994 and 1995.................................................................... F-40
Consolidated Statement of Cash Flows -- Years Ended December 31, 1993, 1994 and
1995............................................................................. F-41
Notes to Consolidated Financial Statements........................................ F-42
</TABLE>

F-1
<PAGE>
<TABLE>
<S> <C>
Dakota Heartland Health System Financial Statements as of December 31, 1994 and 1995
and for the year ended December 31, 1995
Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-61
Balance Sheet -- December 31, 1994 and 1995....................................... F-62
Statement of Income -- Year Ended December 31, 1995............................... F-63
Statement of Partners' Equity -- Years Ended December 31, 1994 and 1995........... F-64
Statement of Cash Flows -- Year Ended December 31, 1995........................... F-65
Notes to Financial Statements..................................................... F-66
Jordan Valley Hospital Financial Statements as of September 30, 1995 and for the
period from January 1, 1995 through September 30, 1995
Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-69
Balance Sheet -- September 30, 1995............................................... F-70
Statement of Income and Changes in Owners' Equity -- For the Period from January
1, 1995 through September 30, 1995............................................... F-71
Statement of Cash Flows -- For the Period from January 1, 1995 through September
30, 1995......................................................................... F-72
Notes to Financial Statements..................................................... F-73
Salt Lake Regional Medical Center Financial Statements as of and for the years ended
May 31, 1993 and 1994 and as of April 13, 1995 and for the period from June 1, 1994
through April 13, 1995
Report of Coopers & Lybrand L.L.P. Independent Accountants........................ F-77
Consolidated Balance Sheets -- May 31, 1994 and April 13, 1995.................... F-78
Consolidated Statements of Income -- Years Ended May 31, 1993 and 1994 and for the
Period from June 1, 1994 through April 13, 1995.................................. F-79
Consolidated Statements of Equity -- Years Ended May 31, 1993 and 1994 and for the
Period from June 1, 1994 through April 13, 1995.................................. F-80
Consolidated Statements of Cash Flows -- Years Ended May 31, 1993 and 1994 and for
the Period from June 1, 1994 through April 13, 1995.............................. F-81
Notes to Consolidated Financial Statements........................................ F-82
Champion Financial Statements as of and for the Three Months ended March 31, 1995
and 1996 (Unaudited)
Unaudited Condensed Consolidated Balance Sheet -- December 31, 1995 and March 31,
1996............................................................................. F-89
Unaudited Condensed Consolidated Statement of Operations -- Three Months Ended
March 31, 1995 and 1996.......................................................... F-90
Unaudited Condensed Consolidated Statement of Cash Flows -- Three Months Ended
March 31, 1995 and 1996.......................................................... F-91
Notes to Condensed Consolidated Financial Statements.............................. F-92
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial Statements
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of
Income -- Fiscal Year Ended September 30, 1995................................... PF-2
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of
Income -- Six Months Ended March 31, 1995........................................ PF-3
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Statement of
Income -- Six Months Ended March 31, 1996........................................ PF-4
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Balance Sheet --
March 31, 1996................................................................... PF-5
Notes to Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial
Statements....................................................................... PF-6
</TABLE>

F-2
<PAGE>
<TABLE>
<S> <C>
Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements
Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Fiscal
Year Ended September 30, 1995.................................................... PF-14
Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Six
Months Ended March 31, 1995...................................................... PF-15
Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income -- Six
Months Ended March 31, 1996...................................................... PF-16
Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet -- March 31,
1996............................................................................. PF-17
Notes to Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements.. PF-18
Champion Unaudited Pro Forma Condensed Combining Statement of Income and Unaudited
Historical Condensed Balance Sheet
Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Year Ended
December 31, 1995................................................................ PF-23
Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months
Ended March 31, 1995............................................................. PF-24
Champion Unaudited Pro Forma Condensed Combining Statement of Income -- Six Months
Ended March 31, 1996............................................................. PF-25
Champion Unaudited Historical Condensed Balance Sheet -- March 31, 1996........... PF-26
Notes to Champion Unaudited Pro Forma Condensed Combining Statements of Income.... PF-27
</TABLE>

F-3
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholder
Paracelsus Healthcare Corporation

We have audited the accompanying consolidated balance sheets of Paracelsus
Healthcare Corporation and subsidiaries as of September 30, 1994 and 1995, and
the related consolidated statements of income, shareholder's equity and cash
flows for each of the three years in the period ended September 30, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Paracelsus
Healthcare Corporation and subsidiaries at September 30, 1994 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1995, in conformity with generally
accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, as of
October 1, 1994, the Company changed its method of accounting for marketable
securities.

ERNST & YOUNG LLP

Los Angeles, California
December 14, 1995

F-4
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30
----------------------------------
1994 1995
---------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................... $ 1,452,000 $ 2,949,000
Marketable securities (NOTE 5).............................................. 16,960,000 10,387,000
Accounts receivable, less allowance for uncollectible accounts and
contractual adjustments of $56,507,000 in 1994 and $56,958,000 in 1995
(NOTE 4)................................................................... 68,244,000 81,039,000
Notes and other receivables (NOTE 6)........................................ 9,287,000 12,502,000
Supplies.................................................................... 10,602,000 10,565,000
Deferred income taxes (NOTE 2).............................................. 17,420,000 16,485,000
Other current assets........................................................ 6,493,000 4,510,000
---------------- ----------------
Total current assets...................................................... 130,458,000 138,437,000
Property and equipment (NOTES 3 AND 10):
Land and improvements....................................................... 24,699,000 23,366,000
Buildings and improvements.................................................. 144,066,000 137,966,000
Equipment................................................................... 101,559,000 99,748,000
Construction in progress.................................................... 636,000 7,332,000
---------------- ----------------
270,960,000 268,412,000
Less accumulated depreciation and amortization.............................. 97,123,000 102,746,000
---------------- ----------------
173,837,000 165,666,000
Marketable securities (NOTE 5)................................................ -- 12,169,000
Other assets (NOTE 6)......................................................... 25,706,000 28,360,000
---------------- ----------------
Total assets.................................................................. $ 330,001,000 $ 344,632,000
---------------- ----------------
---------------- ----------------

LIABILITIES AND SHAREHOLDER'S EQUITY
<S> <C> <C>
Current liabilities:
Bank drafts outstanding..................................................... $ 2,179,000 $ 4,991,000
Accounts payable and accrued expenses....................................... 22,640,000 27,384,000
Accrued wages and benefits.................................................. 27,863,000 28,354,000
Accrued interest............................................................ 3,845,000 3,877,000
Current maturities of long-term debt and
capital lease obligations.................................................. 5,269,000 8,658,000
Current portion of self-insurance reserves.................................. 5,802,000 4,792,000
---------------- ----------------
Total current liabilities................................................. 67,598,000 78,056,000
Long-term debt and capital lease obligations,
less current maturities (NOTE 3)............................................. 112,449,000 113,070,000
Self-insurance reserves, less current portion (NOTE 9)........................ 23,117,000 25,176,000
Deferred income taxes (NOTE 2)................................................ 29,108,000 23,255,000
Minority interests............................................................ 214,000 126,000
Commitments and contingencies (NOTE 8)........................................
Shareholder's equity:
Common stock, no stated value:
Authorized shares -- 1,000
Issued and outstanding shares -- 450...................................... 4,500,000 4,500,000
Additional paid-in capital.................................................. 390,000 390,000
Unrealized gains on marketable securities, net of taxes (NOTE 5)............ -- 137,000
Retained earnings........................................................... 92,625,000 99,922,000
---------------- ----------------
Total shareholder's equity................................................ 97,515,000 104,949,000
---------------- ----------------
Total liabilities and shareholder's equity.................................... $ 330,001,000 $ 344,632,000
---------------- ----------------
---------------- ----------------
</TABLE>

See accompanying notes.

F-5
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
----------------------------------------------------
1993 1994 1995
---------------- ---------------- ----------------
<S> <C> <C> <C>
Total operating revenues (NOTE 10).......................... $ 435,102,000 $ 507,864,000 $ 509,729,000

Costs and expenses:
Salaries and benefits..................................... 174,849,000 209,772,000 209,672,000
Supplies.................................................. 34,245,000 42,890,000 40,780,000
Purchased services........................................ 48,951,000 55,078,000 58,113,000
Provision for bad debts................................... 26,629,000 33,110,000 39,277,000
Other operating expenses.................................. 100,287,000 114,096,000 99,777,000
Depreciation and amortization............................. 14,587,000 16,565,000 17,276,000
Interest.................................................. 10,213,000 12,966,000 15,746,000
Restructuring and unusual charges (NOTE 11)............... -- -- 5,150,000
---------------- ---------------- ----------------
Total costs and expenses.................................... 409,761,000 484,477,000 485,791,000
---------------- ---------------- ----------------
Income before minority interests, income taxes and
extraordinary loss......................................... 25,341,000 23,387,000 23,938,000
Minority interests.......................................... (2,683,000) (2,517,000) (1,927,000)
---------------- ---------------- ----------------
Income before income taxes and extraordinary loss........... 22,658,000 20,870,000 22,011,000
Income taxes (NOTE 2)....................................... 10,196,000 8,567,000 9,024,000
---------------- ---------------- ----------------
Income before extraordinary loss............................ 12,462,000 12,303,000 12,987,000
Extraordinary loss (net of income tax benefit of $346,000)
(NOTE 3)................................................... -- (497,000) --
---------------- ---------------- ----------------
Net income.................................................. $ 12,462,000 $ 11,806,000 $ 12,987,000
---------------- ---------------- ----------------
---------------- ---------------- ----------------
</TABLE>

See accompanying notes.

F-6
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED SEPTEMBER 30, 1993, 1994 AND 1995

<TABLE>
<CAPTION>
COMMON STOCK UNREALIZED
------------------------- ADDITIONAL GAINS ON
OUTSTANDING PAID-IN MARKETABLE RETAINED
SHARES AMOUNT CAPITAL SECURITIES EARNINGS TOTAL
----------- ------------ ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Balances at September 30,
1992........................... 450 $ 4,500,000 $ 390,000 $ -- $ 72,576,000 $ 77,466,000
Dividends to shareholder........ -- -- -- -- (1,214,000) (1,214,000)
Net income...................... -- -- -- -- 12,462,000 12,462,000
--- ------------ ---------- ----------- ------------- ---------------
Balances at September 30,
1993........................... 450 4,500,000 390,000 -- 83,824,000 88,714,000
Dividends to shareholder........ -- -- -- (3,005,000) (3,005,000)
Net income...................... -- -- -- 11,806,000 11,806,000
--- ------------ ---------- ----------- ------------- ---------------
Balances at September 30,
1994........................... 450 4,500,000 390,000 -- 92,625,000 97,515,000
Dividends to shareholder........ -- -- -- -- (5,690,000) (5,690,000)
Cumulative effect of a change in
accounting for marketable
securities, net of taxes....... -- -- -- (67,000) -- (67,000)
Change in unrealized gains on
marketable securities, net of
taxes.......................... -- -- -- 204,000 -- 204,000
Net income...................... -- -- -- 12,987,000 12,987,000
--- ------------ ---------- ----------- ------------- ---------------
Balances at September 30,
1995........................... 450 $ 4,500,000 $ 390,000 $ 137,000 $ 99,922,000 $ 104,949,000
--- ------------ ---------- ----------- ------------- ---------------
--- ------------ ---------- ----------- ------------- ---------------
</TABLE>

See accompanying notes.

F-7
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
------------------------------------------------
1993 1994 1995
-------------- ---------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................................... $ 12,462,000 $ 11,806,000 $ 12,987,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................... 14,587,000 16,565,000 17,276,000
Gain from disposal of facilities............................ -- -- (9,026,000)
Deferred income taxes....................................... (3,399,000) (5,226,000) (4,989,000)
Extraordinary loss.......................................... -- 497,000 --
Minority interests.......................................... 2,683,000 2,517,000 1,927,000
Changes in operating assets and liabilities, net of effects
of acquisitions:
Accounts receivable....................................... 43,780,000 (9,028,000) (12,261,000)
Supplies and other current assets......................... (2,873,000) (2,368,000) 2,020,000
Notes and other receivables............................... (1,066,000) (2,519,000) (3,215,000)
Accounts payable and other current liabilities............ (1,897,000) 9,410,000 8,079,000
Income taxes payable...................................... (1,568,000) -- --
Self-insurance reserves..................................... 7,151,000 5,457,000 1,049,000
-------------- ---------------- --------------
Net cash provided by operating activities..................... 69,860,000 27,111,000 13,847,000

INVESTING ACTIVITIES
Purchase of available-for-sale securities..................... (8,631,000) (8,329,000) (5,527,000)
Maturities of held-to-maturity securities..................... -- -- 139,000
Acquisitions, net of cash acquired............................ (9,477,000) -- (3,010,000)
Proceeds from disposal of facilities.......................... -- 1,698,000 18,564,000
Additions to property and equipment........................... (14,676,000) (14,342,000) (15,835,000)
Decrease in minority interests................................ (2,752,000) (2,651,000) (2,015,000)
Increase in other assets...................................... (6,622,000) (12,691,000) (2,986,000)
-------------- ---------------- --------------
Net cash used in investing activities......................... (42,158,000) (36,315,000) (10,670,000)

FINANCING ACTIVITIES
Long-term borrowings.......................................... 59,452,000 125,410,000 55,003,000
Payments of long-term debt and capital lease obligations...... (85,509,000) (108,618,000) (50,993,000)
Payments of subordinated promissory note payable.............. -- (4,335,000) --
Dividends to shareholder...................................... (1,214,000) (3,005,000) (5,690,000)
-------------- ---------------- --------------
Net cash provided by (used in) financing activities........... (27,271,000) 9,452,000 (1,680,000)
-------------- ---------------- --------------
Increase in cash and cash equivalents......................... 431,000 248,000 1,497,000
Cash and cash equivalents at beginning of year................ 773,000 1,204,000 1,452,000
-------------- ---------------- --------------
Cash and cash equivalents at end of year...................... $ 1,204,000 $ 1,452,000 $ 2,949,000
-------------- ---------------- --------------
-------------- ---------------- --------------
</TABLE>

F-8
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Supplemental schedule of noncash investing and financing activities:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
--------------------------------------------
1993 1994 1995
-------------- ------------- -------------
<S> <C> <C> <C>
Details of unrealized gains on marketable securities:
Marketable securities............................................ $ -- $ -- $ 208,000
Deferred taxes................................................... -- -- 71,000
-------------- ------------- -------------
Increase in shareholder's equity................................. $ -- $ -- $ 137,000
-------------- ------------- -------------
-------------- ------------- -------------
Exchange of land and building.................................... $ -- $ 1,074,000 $ --
-------------- ------------- -------------
-------------- ------------- -------------
Leases capitalized............................................... $ -- $ 713,000 $ --
-------------- ------------- -------------
-------------- ------------- -------------
Details of businesses acquired in purchase transactions:
Fair value of assets acquired.................................... $ 22,225,000 $ -- $ 3,010,000
Liabilities assumed, including capital lease obligations and note
payable to bank................................................. 10,766,000 -- --
-------------- ------------- -------------
Cash paid for acquisitions....................................... 11,459,000 -- 3,010,000
Cash acquired in acquisitions.................................... 1,982,000 -- --
-------------- ------------- -------------
Net cash paid for acquisitions................................... $ 9,477,000 $ -- $ 3,010,000
-------------- ------------- -------------
-------------- ------------- -------------
</TABLE>

See accompanying notes.

F-9
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Paracelsus Healthcare Corporation (the "Company") owns, leases and operates
22 acute care, psychiatric and specialty hospitals, four skilled nursing
facilities and 13 medical office buildings. In addition, the Company is a
partner in seven partnerships (six being general and one being limited
partnerships), with ownership equal to or in excess of 50% in five, and less
than 50% in two. In May 1994, the founder, Chairman of the Board and sole
shareholder of the Company passed away with ownership of the Company and the
role of Chairman of the Board succeeding to his son, Dr. Manfred George
Krukemeyer, who is a citizen of the Federal Republic of Germany.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned or majority owned subsidiaries and partnerships. All
significant intercompany transactions and balances are eliminated in
consolidation. Minority interests represent income allocated to the minority
partners' investment.

OPERATING REVENUES

Operating revenues include healthcare services provided to patients which
are reported on an accrual basis in the period in which the services are
provided at established rates, net of third-party reductions related to
contractual adjustments for Medicare, Medicaid, managed care and other programs.
Contractual adjustments totaled $307,868,000, $394,110,000 and $407,888,000, for
1993, 1994 and 1995, respectively.

Contractual adjustments include differences between established billing
rates and amounts estimated by management as reimbursable under various
fixed-price, cost reimbursement and other contractual arrangements. In addition,
other activities including investment earnings, gains on disposal of facilities
(see Note 10), rental income and income from partnerships, all of which are used
exclusively for healthcare-related services provided by the Company, are
considered operating revenues.

Normal estimation differences between final settlements and amounts
recognized in previous years are reported as contractual adjustments in the
current year. The administrative procedures for the cost-based programs preclude
final determination of the payments due or receivable until after the Company's
cost reports are audited or otherwise reviewed by and settled with the
respective program agencies. The Company's estimate for final settlements of all
years through 1995 has been reflected in the consolidated financial statements.
Approximately 57%, 60% and 63% of the Company's gross revenues are for services
to Medicare, Medicaid, and Blue Cross patients for 1993, 1994 and 1995,
respectively.

MARKETABLE SECURITIES

As of October 1, 1994, the Company adopted Statement of Financial Accounting
Standards No. 115 ("SFAS No. 115"), "Accounting for Certain Investments in Debt
and Equity Securities." In accordance with SFAS No. 115, prior period financial
statements have not been restated to reflect the change in accounting principle.
The adoption of SFAS No. 115 had no effect on net income, but decreased
marketable securities as of October 1, 1994, by $102,000, decreased
shareholder's equity by $67,000 and increased deferred tax assets by $35,000.

Management determines the appropriate classification of marketable
securities (corporate bonds and government securities) at the time of purchase.
Marketable securities are classified as held-to-maturity when the Company has
the positive intent and ability to hold the securities to maturity.

F-10
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Held-to-maturity securities are stated at amortized cost. Marketable securities
not classified as held-to-maturity are classified as available-for-sale.
Available-for-sale securities are stated at fair value, with the unrealized
gains and losses, net of tax, reported in a separate component of shareholder's
equity. The Company also determined that available-for-sale securities are
available for use in current operations and, accordingly, classified such
securities as current assets without regard to the securities' contractual
maturity dates.

The amortized cost of marketable securities classified as held-to-maturity
or available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization is included in operating revenues.
Realized gains and losses, and declines in value judged to be other-
than-temporary are included in operating revenues. The cost of securities sold
is based on the specific identification method.

SUPPLIES

Supplies consisting of drugs and other supplies are stated at cost
(first-in, first-out method) which is not in excess of market.

PROPERTY AND EQUIPMENT

Property and equipment is stated on the basis of cost. Depreciation is
computed by the straight-line method over the estimated useful lives of the
respective assets.

ORGANIZATION AND OTHER COSTS

Organization, loan and other costs (included in other assets) have been
capitalized and are amortized over periods ranging from 24 to 480 months. The
balance of organization, loan, and other costs at September 30, 1994 and 1995,
amounted to $16,469,000 and $18,224,000, respectively. The related accumulated
amortization at September 30, 1994 and 1995, amounted to $5,766,000 and
$4,835,000, respectively.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The statement also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company will adopt SFAS No. 121
on October 1, 1996, and, based on current circumstances, does not believe the
effect of the adoption will be material.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consists principally of investments in marketable
securities and commercial premiums receivable. The Company's investments in
marketable securities are managed by professional investment managers within
guidelines established by the Board of Directors, which, as a matter of policy,
limit the amounts which may be invested in any one issuer. Concentrations of
credit risk with respect to accounts receivable are limited since a majority of
the receivables are due from the Medicare and Medicaid programs. Management does
not believe that there are any credit risks associated with these governmental
agencies. Commercial insurance, managed care and private receivables consist of
receivables from various payors, subject to differing economic conditions, and
do not represent any concentrated credit risks to the Company. Furthermore,
management continually monitors and adjusts its reserves and allowances
associated with these receivables.

F-11
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH EQUIVALENTS

Cash and cash equivalents include highly liquid investments purchased with
original maturities of three months or less.

2. INCOME TAXES
The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
----------------------------------------------
1993 1994 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Current:
Federal.......................... $ 10,664,000 $ 11,144,000 $ 11,018,000
State............................ 2,931,000 2,649,000 2,995,000
-------------- -------------- --------------
13,595,000 13,793,000 14,013,000
Deferred:
Federal.......................... (3,434,000) (4,080,000) (4,419,000)
State............................ 35,000 (1,146,000) (570,000)
-------------- -------------- --------------
(3,399,000) (5,226,000) (4,989,000)
-------------- -------------- --------------
$ 10,196,000 $ 8,567,000 $ 9,024,000
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

During 1992, the Company changed its method of reporting income for tax
purposes from the cash basis to accrual basis. Under the cash basis, the Company
deferred approximately $72,000,000 of taxable income for periods ending prior to
October 1, 1991. Of the amounts deferred, $14,431,000, $11,429,000 and
$11,794,000 were included in 1993, 1994 and 1995 taxable income, respectively.
The effect of the change in reporting has been to increase the Company's income
for tax purposes, consistent with federal and state regulations, through 1997.

F-12
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

2. INCOME TAXES (CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30
------------------------------
1994 1995
-------------- --------------
<S> <C> <C>
Deferred tax liabilities:
Accelerated depreciation............................................. $ 21,833,000 $ 21,083,000
Change in method of reporting taxable income......................... 9,960,000 3,765,000
Accrued malpractice claims........................................... (4,969,000) (3,839,000)
Unrealized gains on marketable securities............................ -- 71,000
Other -- net......................................................... 2,284,000 2,175,000
-------------- --------------
Total deferred tax liabilities..................................... 29,108,000 23,255,000
Deferred tax assets:
Change in method of reporting taxable income......................... (3,853,000) (5,487,000)
Accrued malpractice claims........................................... 1,079,000 717,000
Allowance for bad debts.............................................. 10,813,000 10,959,000
Accrued bonuses...................................................... 2,064,000 2,337,000
Accrued workers' compensation claims................................. 424,000 404,000
Accrued vacation pay................................................. 1,933,000 1,870,000
Accrued expenses..................................................... 4,960,000 5,685,000
-------------- --------------
Total deferred tax assets.......................................... 17,420,000 16,485,000
-------------- --------------
Net deferred tax liabilities....................................... $ 11,688,000 $ 6,770,000
-------------- --------------
-------------- --------------
</TABLE>

A reconciliation of the differences between federal income taxes computed at
the statutory rate and the total provision is as follows:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
-------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Federal statutory rate................................. 34.8% 35.0% 35.0%
State taxes, net of federal income tax benefit......... 7.0% 6.0% 6.0%
Effect of federal income tax rate increase on prior
years deferred taxes.................................. 3.2% -- --
--- --- ---
Effective income tax rate............................ 45.0% 41.0% 41.0%
--- --- ---
--- --- ---
</TABLE>

The Company made income tax payments of $15,863,000, $14,787,000 and
$11,656,000 during 1993, 1994 and 1995, respectively.

F-13
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30
----------------------------------
1994 1995
---------------- ----------------
<S> <C> <C>
Note payable with banks, making available $125,000,000 under a
revolving credit facility, collateralized by 55% of the common
stock of the Company. The revolving facility is available for three
years for up to $125,000,000 (increased to $230,000,000 effective
December 8, 1995 -- see Note 13). Interest on each facility accrues
at a rate equal to the sum of (a) either the reference rate, an off
shore dollar rate or a CD rate (as selected by the Company) plus
(b) the applicable margin. The average interest rate at September
30, 1995, was 6.0% (See Note 8).................................... $ 22,000,000 $ 27,500,000
Senior subordinated notes, interest payable semiannually on April 15
and October 15 of each year at 9.875%, with a maturity date of
October 15, 2003................................................... 75,000,000 75,000,000
Mortgages payable, $56,000 due monthly through December 1998,
including interest from 9.5% to 12.5%, collateralized by trust
deeds on buildings and land with a net book value of $9,194,000 at
September 30, 1995................................................. 4,755,000 4,629,000
Note payable to bank, due in May 1996, interest at prime plus 1.0%
(9.75% at September 30, 1995), collateralized by the accounts
receivable of the facility......................................... 3,259,000 3,259,000
Note payable, due in varying amounts through 1996, at varying
interest rates..................................................... 511,000 505,000
Capital lease obligations........................................... 12,193,000 10,835,000
---------------- ----------------
117,718,000 121,728,000
Less current maturities............................................. 5,269,000 8,658,000
---------------- ----------------
$ 112,449,000 $ 113,070,000
---------------- ----------------
---------------- ----------------
</TABLE>

On October 17, 1993, the Company completed a $75,000,000 public offering of
9.875% Senior Subordinated Notes (the "Notes") due 2003. The Notes, which are
subordinated to all senior indebtedness of the Company, are redeemable at the
option of the Company beginning October 15, 1998, at 104.94% of face value,
declining annually to 100% of face value on or after October 15, 2000, or at the
option of the holder upon the occurrence of a change in control, as defined. The
net proceeds from the offering were used to repay the 14.375% Senior
Subordinated Notes of $18,650,000 at a redemption price of 102.05% plus accrued
interest, and the outstanding balance under the Credit Facility of $54,500,000.
The extinguishment of the 14.375% Senior Subordinated Notes resulted in a loss
of $497,000 (net of income tax benefit of $346,000) which was recorded as an
extraordinary loss in 1994.

The Company's interest rate swap agreement, which converted the variable
interest rate on a portion of its revolving credit facility to a fixed interest
rate, terminated during May 1994. The interest rate swap agreement fixed the
interest rate on $20,000,000 of its bank debt at 7.8%. Each

F-14
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS (CONTINUED)
quarter the Company paid or received an amount equal to the difference between
the fixed interest rate and the LIBOR rate. Net interest payments of $400,000
were recognized as an adjustment to interest expense in 1994.

The credit facility and the senior subordinated notes require the Company,
among other things, to maintain specified financial ratios, and restrict the
sale, lease or disposal of its assets.

Maturities of long-term debt and principal payments under capital lease
obligations as of September 30, 1995, are as follows:

The Company made interest payments of $12,458,000, $9,988,000 and
$15,789,000 during 1993, 1994 and 1995, respectively.

Property and equipment includes $13,534,000 and $12,566,000 at September 30,
1994 and 1995, respectively, for leases that have been capitalized. The
amortization of these assets is included in depreciation expense.

Future minimum payments under capital lease obligations as of September 30,
1995, are as follows:

<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30
- ----------------------------------------------------------------------------
<S> <C>
1996...................................................................... $ 2,193,000
1997...................................................................... 2,083,000
1998...................................................................... 1,880,000
1999...................................................................... 972,000
2000...................................................................... 780,000
Thereafter................................................................ 8,915,000
----------------
Total minimum lease payments.............................................. 16,823,000
Amounts representing interest............................................. 5,988,000
----------------
Present value of net minimum lease payments (including current maturities
of $1,371,000)........................................................... $ 10,835,000
----------------
----------------
</TABLE>

4. COMMERCIAL PAPER NOTES
During 1993, PHC Funding Corporation II, a subsidiary of the Company formed
in March 1993, entered into an agreement with an unaffiliated trust (the
"Trust") to sell the hospital's eligible accounts receivable ("Eligible
Receivables") on a nonrecourse basis to the Trust. A special purpose subsidiary
of a major lending institution agreed to provide up to $65,000,000 in commercial
paper financing to the Trust to finance the purchase of the Eligible Receivables
from PHC Funding Corporation II. Eligible Receivables held by the Trust secure
the commercial paper financing. The Commercial Paper Notes have a term of not
more than 120 days. Eligible receivables sold to the Trust at

F-15
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

4. COMMERCIAL PAPER NOTES (CONTINUED)
September 30, 1994 and 1995, totaled $65,000,000. Interest expense charged to
the Trust related to the commercial paper financing is passed through to the
Company and included as interest expense in the Company's consolidated financial
statements.

5. MARKETABLE SECURITIES
The following table summarizes marketable securities at September 30, 1995:

<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED FAIR
AMORTIZED COST GAINS LOSSES VALUE
-------------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Available-for-sale securities:
Fixed maturity securities:
Corporate bonds.......................... $ 435,000 $ 16,000 $ -- $ 451,000
U.S. Government bonds...................... 1,098,000 60,000 -- 1,158,000
Mortgage-backed bonds...................... 984,000 16,000 -- 1,000,000
Obligations of states and political
subdivisions.............................. 7,662,000 128,000 12,000 7,778,000
-------------- ----------- ----------- --------------
$ 10,179,000 $ 220,000 $ 12,000 $ 10,387,000
-------------- ----------- ----------- --------------
-------------- ----------- ----------- --------------
Held-to-maturity securities:
Fixed maturity securities:
Corporate bonds.......................... $ 1,857,000 $ 62,000 $ -- $ 1,919,000
Mortgage-backed bonds...................... 10,312,000 -- 408,000 9,904,000
-------------- ----------- ----------- --------------
$ 12,169,000 $ 62,000 $ 408,000 $ 11,823,000
-------------- ----------- ----------- --------------
-------------- ----------- ----------- --------------
</TABLE>

The maturity distribution of the Company's marketable securities at
September 30, 1995, is as follows:

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE HELD-TO-MATURITY
------------------------------ ------------------------------
ESTIMATED FAIR ESTIMATED FAIR
AMORTIZED COST VALUE AMORTIZED COST VALUE
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Fixed maturities due:
After one through five years........ $ 4,977,000 $ 5,091,000 $ -- $ --
After five through ten years........ 4,217,000 4,296,000 -- --
After ten years..................... 985,000 1,000,000 12,169,000 11,823,000
-------------- -------------- -------------- --------------
$ 10,179,000 $ 10,387,000 $ 12,169,000 $ 11,823,000
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

During the year ended September 30, 1995, proceeds from maturities of
held-to-maturity securities totaled $139,000. There were no realized gains or
losses in 1995.

6. TRANSACTIONS BETWEEN SHAREHOLDER AND COMPANY
The Company has a Know-How contract with an affiliate in Germany owned by
the Shareholder. This contract provides for the transfer of certain specified
Know-How to the Company relating to the operation of healthcare facilities and
the healthcare industry in general. The contract limited payments to $400,000
per year, subject to annual revisions. On October 1, 1994, the Know-How contract
was amended to limit the Know-How payments to the lesser of 3/4 percent of the
Company's net operating revenue, as defined, or $400,000. Such payments totaled
$400,000 per year for 1993, 1994 and 1995. In addition, the Company reimbursed
the affiliate $147,000, $153,000 and $89,000 for other services during 1993,
1994 and 1995, respectively.

F-16
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

6. TRANSACTIONS BETWEEN SHAREHOLDER AND COMPANY (CONTINUED)
During November 1993, the Company paid in full the subordinated promissory
note payable to shareholder of $4,335,000. In addition, the Company loaned the
shareholder $3,200,000 at 8 percent interest due annually with the principal and
unpaid interest due November 1996. In May 1994, the shareholder loan was amended
to increase shareholder borrowings to $5,000,000. In addition, principal of
$1,000,000 and accrued interest are due annually beginning May 1, 1995. The
principal portion of the loan due after one year is included in other assets.

7. PENSION PLANS
The Company has an Employees' Retirement Savings Plan covering substantially
all employees. Eligible employees may contribute up to 20% of pretax
compensation limited to an annual maximum in accordance with the Internal
Revenue Code. The Company will match $.50 for each $1.00 of employee
contributions up to 4% of employees' gross pay. The expense incurred in
connection with the plan was $1,180,000, $1,512,000 and $1,592,000 for 1993,
1994 and 1995, respectively.

8. COMMITMENTS AND CONTINGENCIES
Future minimum lease commitments for noncancellable operating leases are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30 REAL ESTATE EQUIPMENT TOTAL
- -------------------------------------------------------- -------------- ------------- --------------
<S> <C> <C> <C>
1996.................................................. $ 11,111,000 $ 2,684,000 $ 13,795,000
1997.................................................. 10,881,000 2,025,000 12,906,000
1998.................................................. 10,318,000 1,457,000 11,775,000
1999.................................................. 9,946,000 373,000 10,319,000
2000.................................................. 9,897,000 237,000 10,134,000
Thereafter............................................ 16,074,000 190,000 16,264,000
-------------- ------------- --------------
Total minimum lease payments.......................... $ 68,227,000 $ 6,966,000 $ 75,193,000
-------------- ------------- --------------
-------------- ------------- --------------
</TABLE>

Certain of these leases include renewal options, contain normal cost
escalation clauses and require payment of property taxes, insurance and
maintenance costs. The aggregate rental expense was $11,911,000, $17,677,000 and
$19,234,000 for 1993, 1994 and 1995, respectively.

In August 1994, Dr. Krukemeyer borrowed $15,000,000 from a lending
institution (the "Lending Institution") and pledged 45 percent of his stock in
the Company to secure the borrowing. To facilitate Dr. Krukemeyer's arrangements
with the Lending Institution, the Company amended its $125,000,000 Revolving
Credit Facility Agreement (the "Credit Agreement" -- see Note 3) with certain
financial institutions (the "Financial Institutions") pursuant to which the
Financial Institutions agreed to release 45 percent of their collateral interest
in the Company's stock. In the event that either the Company defaults under the
Credit Agreement or Dr. Krukemeyer defaults under his obligation to the Lending
Institution, the Lending Institution would have the right to foreclose on its 45
percent collateral interest in the Company's stock.

In connection with the extension of credit to Dr. Krukemeyer by the Lending
Institution, the Company entered into agreements with the Lending Institution
agreeing to pay, to the extent permitted by the Credit Agreement and Indenture
governing the Company's outstanding 9.875 percent Senior Subordinated Notes due
2003, (i) transfer payments, such as dividends and Know-How payments to Dr.
Krukemeyer in an amount equal to 50 percent of the consolidated net income of
the Company and its subsidiaries on a quarterly basis, and (ii) salary and bonus
payments to Dr. Krukemeyer equal to a minimum of $2,000,000 per year.

F-17
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company is defending itself against a lawsuit filed by Aetna Life
Insurance Company ("Aetna") alleging false diagnosis and billings submitted for
treatment of Aetna patients at the Company's psychiatric facilities. Management
denies these allegations and believes the ultimate resolution of the lawsuit
will not have a material adverse effect on the Company's consolidated financial
position.

The Company is subject to claims and suits in the ordinary course of
business, including those arising from care and treatment afforded at the
Company's facilities and maintains insurance and, where appropriate, reserves
with respect to the possible liability arising from such claims. Management
believes the ultimate resolution of the proceedings presently pending against
the Company will not have a material adverse effect on the Company's
consolidated financial position.

9. SELF-INSURANCE RESERVES
Effective October 1, 1992, the Company formed a wholly-owned subsidiary,
Hospital Assurance Company Ltd. ("HAC") to insure general and professional
liability and workers' compensation claims up to $500,000 and $250,000 per
occurrence, respectively. Between October 1, 1987 and the formation of HAC, the
Company was self-insured for the first $500,000 of general and professional
liability claims. The Company has third-party excess insurance coverage over the
first $500,000 per occurrence up to $100,000,000. Accrued self-insurance
reserves include estimates for reported and unreported claims based upon
actuarial projections. The general and professional liability reserves for 1993,
1994 and 1995, are discounted at 6.5%, 6.5% and 7.0%, respectively.

The excess insurance coverage provides for a retrospective adjustment to
premiums to cover losses incurred by the insurance company for all policy years.
This general premium adjustment is not to exceed 100% of the standard premium
for each individual policy year. The potential maximum general premium
adjustment for the period October 1, 1987, through September 30, 1995, is
$14,807,000. No general premium adjustment has been made through September 30,
1995, and no significant adjustment is anticipated based upon current claim
projections.

10. ACQUISITIONS AND DISPOSITIONS
On September 30, 1995, the Company sold Womans Hospital in Mississippi to
the facility's lessee for $17,800,000 in cash which resulted in a gain of
$9,189,000 (included in operating revenues). Previously, in August 1994, the
Company divested the operations of Womans Hospital and entered into an operating
lease agreement with the lessee which granted the lessee an option to purchase
the facility at a cash flow multiple defined in the lease agreement. Also, in
August 1994, the lessee purchased land and a medical office building from the
Company for approximately $1,000,000. In October 1993, the Company acquired the
land and medical office building along with cash of $698,000 in exchange for
land it held with a carrying value of $1,772,000.

On September 5, 1995, the Company acquired the real and personal property
assets, and inventory of Jackson County Hospital, a 44-bed acute facility in
Gainesboro, Tennessee, for $582,000 in cash. The Company is operating the
facility under the name of Cumberland River Hospital -- South.

During August 1995, the Company sold the real and personal property assets
and inventory of Advanced Healthcare Diagnostic Services, a mobile diagnostic
imaging company, for $764,000 in cash which resulted in a loss of $163,000
(included in operating revenues).

On August 1, 1995, the Company purchased the accounts receivable, equipment
and intangible assets of Keith Medical Group, an outpatient medical clinic
located in Hollywood, California, for $2,428,000.

F-18
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

10. ACQUISITIONS AND DISPOSITIONS (CONTINUED)
On June 30, 1994, the Company assumed an operating lease of the real and
personal property assets of a 60-bed rehabilitation hospital located in Chico,
California, and for approximately $400,000 acquired working capital and
equipment.

On August 31, 1993, the Company purchased the real and personal property
assets of Desert Palms Community Hospital in Palmdale, California for
approximately $4,500,000 in cash. The funds were borrowed from the Company's
credit facility.

On June 30, 1993, the Company executed an operating lease of the real
property assets of Halstead Hospital in Halstead, Kansas. The Company also
entered into a capital lease for the purchase of substantially all of the
personal property at a cost of $3,000,000. American Health Properties, a real
estate investment trust that invests primarily in acute care hospitals, is the
lessor under both the real property operating lease and the capital lease.

On March 1, 1993, the Company entered into an operating lease for the lease
of the real property assets of Elmwood Medical Center in Jefferson, Louisiana.
American Health Properties is also the lessor under the real property operating
lease. The Company also acquired substantially all the personal property at a
cost of $9,432,000, including the assumption of existing capital leases.

The following table summarizes the unaudited pro forma consolidated results
of the Company and its material acquisitions and dispositions as though the
acquisitions and dispositions occurred at the beginning of each of the periods
presented giving effect to investment earnings on the proceeds from the sale of
Womans Hospital, the conversion of the Womans real property operating lease to a
sale, and the amortization of the excess of the purchase price over the fair
value of assets acquired. The unaudited pro forma information is not necessarily
indicative of the actual consolidated results of operations that would have
occurred for the years ended September 30, 1994 and 1995, had the acquisitions
and dispositions occurred at the beginning of each period and is not intended to
be indicative of results which may occur in the future.

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
------------------------
1994 1995
----------- -----------
<S> <C> <C>
Operating revenues.................................................. $ 501,702 $ 498,889
Income before income taxes and extraordinary loss................... 19,803 11,004
Income before extraordinary loss.................................... 11,674 6,493
</TABLE>

11. RESTRUCTURING AND UNUSUAL CHARGES
On April 24, 1995, the Company closed the Bellwood Health Center psychiatric
facility due to declining admissions. The facility's patients were transferred
to another of the Company's psychiatric facilities. Management is currently
evaluating the disposition of the physical plant. In connection with the
closure, the Company recorded a restructuring charge of $973,000 for employee
severance benefits and contract termination costs. In addition, during 1995, the
Company paid certain executives special bonuses of $4,177,000 for services
provided to the Company. The special bonuses were accounted for as an unusual
charge.

12. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

F-19
<PAGE>
PARACELSUS HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

12. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
LONG-TERM DEBT: The fair values of the Company's long-term debt are
estimated using discounted cash flow analyses, based on the Company's
current incremental borrowing rates for similar types of borrowing
arrangements.

The carrying amounts and fair values of the Company's financial instruments
at September 30 are as follows:

<TABLE>
<CAPTION>
1994 1995
------------------------------ ------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and cash equivalents....................... $ 1,452,000 $ 1,452,000 $ 2,949,000 $ 2,949,000
Long-term debt:
9.875% senior subordinated notes.............. 75,000,000 73,626,000 75,000,000 79,440,000
Mortgages payable............................. 4,755,000 4,899,000 4,629,000 4,684,000
</TABLE>

The carrying amount of the Company's notes payable under revolving credit
facility were reasonable approximations of their fair value.

It was not practical to estimate the fair value of notes and other
receivables because of the lack of a quoted market price and the inability to
estimate fair value without incurring excessive costs. Management believes there
has been no impairment of the carrying value of notes and other receivables.

13. SUBSEQUENT EVENTS
On November 28, 1995, the Company entered into an Asset Exchange Agreement
and a Stock Purchase Agreement (the "Exchange Transaction") to acquire
substantially all of the assets and operations of Pioneer Valley Hospital
("Pioneer"), a 139-bed hospital located in West Valley City, Utah, Davis
Hospital and Medical Center, a 120-bed hospital located in Layton, Utah, and
Santa Rosa Medical Center, a 129-bed hospital located in Milton, Florida, in
exchange for $38,500,000 in cash, and its Peninsula Medical Center, a 119-bed
hospital located in Ormond Beach, Florida, Elmwood Medical Center ("Elmwood"), a
135-bed hospital located in Jefferson, Louisiana, and Halstead Hospital
("Halstead"), a 190-bed hospital located in Halstead, Kansas. Coincident with
the Exchange Transaction, the Company will purchase the real property of Elmwood
and Halstead from a real estate investment trust ("REIT") for $52,000,000,
exchange the Elmwood and Halstead real property for Pioneer's real property, and
sell the Pioneer real property to the REIT (the "Real Property Purchase and Sale
Transaction"). The Exchange Transaction and the Real Property Purchase and Sale
Transaction are expected to close in January 1996 and are not expected to result
in a material gain or loss.

On December 8, 1995, the Company entered into a new Credit Facility which
increased the Company's Credit Facility from $125,000,000 to $230,000,000. The
Credit Facility is being increased to finance future acquisitions, refinance the
existing Credit Facility borrowings and for general corporate purposes,
including working capital and capital expenditures. The new Credit Facility
contains pricing terms more favorable to the Company, will be secured by the
stock of the Paracelsus subsidiaries and extends the conversion feature to a
term loan on November 30, 1998.

F-20
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1995 1996
------------- -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents......................................................................... $ 2,949 $ 3,149
Marketable securities............................................................................. 10,387 10,051
Accounts receivable, net.......................................................................... 81,039 88,141
Notes and other receivables....................................................................... 12,502 11,980
Supplies.......................................................................................... 10,565 10,634
Deferred income taxes............................................................................. 16,485 26,463
Other current assets.............................................................................. 4,510 4,798
------------- -----------
Total current assets............................................................................ 138,437 155,216
Property and equipment.............................................................................. 268,412 275,577
Less accumulated depreciation and amortization...................................................... 102,746 109,848
------------- -----------
165,666 165,729
Marketable securities............................................................................... 12,169 14,606
Other assets........................................................................................ 28,360 32,665
------------- -----------
Total Assets.................................................................................... $344,632 $368,216
------------- -----------
------------- -----------

LIABILITIES AND SHAREHOLDER'S EQUITY
<S> <C> <C>

Current liabilities:
Bank drafts outstanding........................................................................... $ 4,991 $ 3,135
Accounts payable and other current liabilities.................................................... 59,615 68,627
Current maturities of long-term debt and capital lease obligations................................ 8,658 5,186
Current portion of self-insurance reserves........................................................ 4,792 4,853
------------- -----------
Total current liabilities....................................................................... 78,056 81,801
Long-term debt and capital lease obligations less current maturities................................ 113,070 139,475
Self-insurance reserves, less current portion....................................................... 25,176 25,827
Deferred income taxes............................................................................... 23,255 24,607
Minority interests.................................................................................. 126 141

Shareholder's equity:
Common stock...................................................................................... 4,500 4,500
Additional paid-in capital........................................................................ 390 390
Unrealized gains on marketable securities......................................................... 137 42
Retained earnings................................................................................. 99,922 91,433
------------- -----------
Total shareholder's equity...................................................................... 104,949 96,365
------------- -----------
Total liabilities and shareholder's equity...................................................... $344,632 $368,216
------------- -----------
------------- -----------
</TABLE>

Note: The balance sheet at September 30, 1995 has been derived from the audited
financial statements at that date and includes all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements.

See notes to unaudited condensed consolidated financial statements.

F-21
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
Total operating revenues................................................................ $ 252,356 $ 260,590
Costs and expenses:
Salaries and benefits................................................................. 108,575 113,162
Supplies.............................................................................. 21,432 19,363
Purchased services.................................................................... 28,118 34,174
Provision for bad debts............................................................... 19,283 20,191
Other operating expenses.............................................................. 46,730 46,906
Depreciation and amortization......................................................... 8,734 7,972
Interest expense...................................................................... 7,652 7,685
Settlement costs...................................................................... -- 22,356
----------- -----------
Total costs and expenses............................................................ 240,524 271,809
Income (loss) before minority interests and
income taxes........................................................................... 11,832 (11,219)
Minority interests...................................................................... (1,204) (1,072)
----------- -----------
Income (loss) before income taxes....................................................... 10,628 (12,291)
Provision for income taxes (benefit).................................................... 4,357 (5,040)
----------- -----------
Net income (loss)....................................................................... $ 6,271 $ (7,251)
----------- -----------
----------- -----------
</TABLE>

See accompanying notes

F-22
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................................................................ $ 6,271 $ (7,251)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization.......................................................... 8,734 7,972
Deferred income taxes.................................................................. (2,931) (8,576)
Minority interests..................................................................... 1,204 1,072
Changes in operating assets and liabilities:
Accounts receivable.................................................................. (7,608) (7,102)
Supplies and other current assets.................................................... 466 (357)
Notes and other receivables.......................................................... (129) 522
Bank drafts outstanding.............................................................. (342) (1,856)
Accounts payable and other current liabilities....................................... (3,445) 9,012
Self-insurance reserves.............................................................. 2,893 712
---------- ----------
Net cash (used in) provided by operating activities...................................... 5,113 (5,852)
INVESTING ACTIVITIES
Purchase of marketable securities........................................................ (2,470) (2,246)
Additions to property and equipment...................................................... (5,322) (7,123)
Decrease in minority interests........................................................... (1,250) (1,057)
Increase in other assets................................................................. (1,998) (5,217)
---------- ----------
Net cash used in investing activities.................................................... (11,040) (15,643)
FINANCING ACTIVITIES
Long-term borrowings..................................................................... 32,500 31,500
Payments of long-term debt and capital lease obligations................................. (24,278) (8,567)
Dividends to shareholder................................................................. (1,640) (1,238)
---------- ----------
Net cash provided by financing activities................................................ 6,582 21,695
---------- ----------
Increase in cash and cash equivalents.................................................... 655 200
Cash and cash equivalents at beginning of period......................................... 1,452 2,949
---------- ----------
Cash and cash equivalents at end of period............................................... $ 2,107 $ 3,149
---------- ----------
---------- ----------
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes........................................................................... $ 5,977 $ 5,048
---------- ----------
---------- ----------
Interest............................................................................... $ 7,041 $ 7,534
---------- ----------
---------- ----------
DETAILS OF UNREALIZED (LOSSES) GAINS ON MARKETABLE SECURITIES:
Marketable securities.................................................................. 5 (145)
Deferred taxes......................................................................... 2 (50)
---------- ----------
Increase (decrease) in shareholder's equity.............................................. $ 3 $ (95)
---------- ----------
---------- ----------
</TABLE>

See accompanying notes

F-23
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 1. BASIS OF PRESENTATION
The interim condensed consolidated financial statements included herein have
been prepared by Paracelsus Healthcare Corporation (the "Company") without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures, normally
included in the financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
SEC rules and regulations; nevertheless, the management of the Company believes
that the disclosures herein are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's most recent Annual Report on Form 10-K,
filed with the SEC in December 1995. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the consolidated financial position of the Company with respect
to the interim condensed consolidated financial statements, and the consolidated
results of its operations and its cash flows for the interim periods then ended,
have been included. The results of operations for the interim periods are not
necessarily indicative of the results for the full year.

NOTE 2. MARKETABLE SECURITIES
On November 15, 1995, the FASB staff issued a Special Report, A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities. In accordance with provisions in that Special Report, the
Company chose to reclassify securities from held-to-maturity to
available-for-sale. At the date of transfer the amortized cost of those
securities was $2,000,000 and the unrealized loss on those securities was
$13,000, which was included in shareholder's equity.

NOTE 3. CONTINGENCIES
The Company is subject to claims and suits in the ordinary course of
business, including those arising from care and treatment afforded at the
Company's facilities and maintains insurance and, where appropriate, reserves
with respect to the possible liability arising from such claims. Management
believes the ultimate resolution of the proceedings presently pending against
the Company(or any of its subsidiaries) will not have a material effect on the
Company's financial position, results of operations, or cash flows.

NOTE 4. ACQUISITIONS/CLOSURES
On April 11, 1996, the Company entered into an Asset Purchase Agreement to
acquire a 125-bed acute care hospital located in Salt Lake City, Utah and its
surrounding campus for approximately $70 million in cash. The transaction is
expected to close in May 1996.

On April 12, 1996, the Company entered into an Agreement and Plan of Merger
("the Merger Agreement") with Champion Healthcare Corporation ("Champion"). The
Merger Agreement provides for, among other things, the merger (the "Merger") of
PC Merger Sub., Inc. a newly organized wholly owned subsidiary of the Company,
with and into Champion. Prior to the effective date of the Merger, the Company's
Common Stock will be split. At the effective date of the Merger, the holders of
Champion Common Stock will receive one right, and the holders of Champion
Preferred Stock will receive two rights, to receive one share of the Company's
Common Stock. Following the Merger, the Company's sole shareholder will own
approximately 60 percent of the Company's Common Stock and the stockholders of
Champion will own approximately 40 percent of the Company's Common Stock. The
Merger must be approved by the Stockholders of Champion. Concurrent with the
Merger Agreement, the Company will enter into a Dividend and Note Agreement
which will provide a dividend

F-24
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996

NOTE 4. ACQUISITIONS/CLOSURES (CONTINUED)
distribution to the Company' sole shareholder, who will in turn loan to the
Company a portion of the proceeds from the dividend distribution. The Merger
will be accounted for using the purchase method of accounting and is expected to
close in August 1996.

On March 15, 1996 the Company closed Desert Palms Community Hospital, an
acute care hospital located in Palmdale, California.

On November 28, 1995, the Company entered into an Asset Exchange Agreement
and a Stock Purchase Agreement (the "Exchange Transaction") to acquire Pioneer
Valley Hospital Hospital ("Pioneer"), a 139-bed hospital located in West Valley
City, Utah, Davis Hospital and Medical Center, 120-bed hospital located in
Laydon, Utah, and Santa Rosa Medical Center, a 129-bed hospital located in
Milton, Florida, in exchange for $38,500,000 in cash, and its Peninsula Medical
Center, a 119-bed hospital located in Ormond Beach, Florida, Elmwood Medical
Center ("Elmwood"), a 135-bed hospital located in Jefferson, Louisiana, and
Halstead Hospital ("Halstead"), a 190-bed hospital located in Halstead, Kansas.
Coincident with the Exchange Transaction, the Company will purchase the real
property of Elmwood and Halstead from a real estate investment trust ("REIT"),
exchange the Elmwood and Halstead real property for Pioneer's real property, and
sell the Pioneer real property to the REIT (the "Real Property Purchase and Sale
Transaction"). The Exchange Transaction and the Real Property Purchase and Sale
Transaction are expected to close in May 1996 and are not expected to result in
a material gain or loss.

NOTE 5. SETTLEMENT COSTS
During March 1996, the Company settled two lawsuits in connection with the
operation of its psychiatric programs. The Company recognized a charge for
settlement costs totaling $22,356,000 in the quarter ended March 31, 1996, for
the payment of legal fees associated with these two lawsuits, the settlement
payments, and the write off of certain psychiatric accounts receivables. The
Company did not admit liability in either case but resolved its dispute through
the settlements in order to re-establish a business relationship and/or avoid
further legal costs in connection with the disputes.

F-25
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Davis Hospital and Medical Center
Pioneer Valley Hospital and
Santa Rosa Medical Center

We have audited the accompanying combined balance sheets of Davis Hospital and
Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center (the
"Hospitals") (all of which are wholly owned subsidiaries of Columbia/HCA
Healthcare Corporation) as of December 31, 1994 and 1995, and the related
statements of income and changes in retained earnings and cash flows for the
years then ended. These financial statements are the responsibility of the
Hospitals' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Davis Hospital and
Medical Center, Pioneer Valley Hospital and Santa Rosa Medical Center at
December 31, 1994 and 1995, and the combined results of their operations and
their cash flows for the years then ended, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Salt Lake City, Utah
May 17, 1996

F-26
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash..................................................................................... $ 456 $ 656
Accounts receivable, less allowance for doubtful accounts of $4,554 in 1994 and $6,641 in
1995.................................................................................... 14,494 13,658
Inventories.............................................................................. 1,933 2,243
Prepaid expenses and other............................................................... 614 1,088
--------- ---------
Total current assets....................................................................... 17,497 17,645
Property, plant and equipment, less accumulated depreciation............................... 50,723 49,215
Prepaid lease.............................................................................. 5,101 6,864
Leasehold value, less accumulated amortization of $2,209 in 1994 and $2,498 in 1995........ 3,191 2,902
Other assets............................................................................... 4,206 4,264
--------- ---------
Total assets............................................................................... $ 80,718 $ 80,890
--------- ---------
--------- ---------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and other current liabilities........................................... $ 7,056 $ 7,356
Intercompany liabilities................................................................... 44,765 40,266
Shareholder's equity:
Common stock, Class B, $1 par value - 3,000 shares authorized and issued................. 3 3
Additional paid in capital............................................................... 8,259 8,259
Retained earnings........................................................................ 20,635 25,006
--------- ---------
Total shareholder's equity................................................................. 28,897 33,268
--------- ---------
Total liabilities and shareholder's equity................................................. $ 80,718 $ 80,890
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-27
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

COMBINED STATEMENTS OF INCOME AND
CHANGES IN RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1994 1995
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Total operating revenues................................................................. $ 99,096 $ 105,307
Costs and expenses:
Salaries, wages, and benefits.......................................................... 35,370 39,088
Supplies............................................................................... 13,452 14,680
Purchased services..................................................................... 9,368 10,158
Other operating expenses............................................................... 11,486 12,376
Provision for doubtful accounts........................................................ 6,019 7,515
Depreciation and amortization.......................................................... 6,154 5,570
Interest expense....................................................................... 3,835 3,280
Management fees........................................................................ 1,984 5,400
--------- -----------
Total costs and expenses................................................................. 87,668 98,067
--------- -----------
Income before income taxes............................................................... 11,428 7,240
Income taxes............................................................................. 4,514 2,869
--------- -----------
Net income............................................................................... 6,914 4,371
Retained earnings at beginning of year................................................... 13,721 20,635
--------- -----------
Retained earnings at end of year......................................................... $ 20,635 $ 25,006
--------- -----------
--------- -----------
</TABLE>

See accompanying notes.

F-28
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31
--------------------
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................................................. $ 6,914 $ 4,371
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization............................................................. 6,154 5,570
Changes in operating assets and liabilities:
Accounts receivable..................................................................... (388) 836
Prepaid expenses, inventory and other current assets.................................... (183) (784)
Accounts payable and other liabilities.................................................. 201 300
--------- ---------
Net cash provided by operating activities................................................... 12,698 10,293

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment.................................................. (5,883) (4,171)
Disposals of property, plant and equipment.................................................. 53 109
(Increase) decrease in net leasehold value and other long-term assets....................... 1,170 (1,532)
--------- ---------
Net cash used in investing activities....................................................... (4,660) (5,594)

CASH FLOWS FROM FINANCING ACTIVITIES
Net transfers to Columbia................................................................... (7,583) (4,499)
--------- ---------
Increase in cash............................................................................ 455 200
Cash at beginning of year................................................................... 1 456
--------- ---------
Cash at end of year......................................................................... $ 456 $ 656
--------- ---------
--------- ---------
Supplemental cash flow information:
Cash paid during the year for:
Interest payments......................................................................... $ 3,835 $ 3,280
Income tax payments....................................................................... 4,514 2,869
Significant noncash transaction:
Prepayment of lease through intercompany balances......................................... -- 2,000
</TABLE>

See accompanying notes.

F-29
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. ORGANIZATION
Davis Hospital and Medical Center, Pioneer Valley Hospital and Santa Rosa
Medical Center (the "Hospitals") are indirect wholly owned subsidiaries of
Columbia/HCA Healthcare Corporation ("Columbia"). The Hospitals provide health
care services to patients in and around their respective communities in Utah
(Davis Hospital and Medical Center and Pioneer Valley Hospital) and Florida
(Santa Rosa Medical Center). The Hospitals receive payment for patient services
from the federal government primarily under the Medicare program, state programs
under their respective Medicaid programs, health maintenance organizations,
preferred provider organizations and other private insurers and directly from
patients.

In connection with a Federal Trade Commission consent order resulting from
Columbia's merger with Health Trust, Inc. ("HTI"), Columbia agreed to sell the
Hospitals to Paracelsus Healthcare Corporation ("Paracelsus"). The Hospitals and
related entities were exchanged for three Paracelsus hospitals and related
entities as well as an additional cash payment as defined by the agreement. The
transaction closed on May 16, 1996.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PREPARATION OF FINANCIAL STATEMENTS

BASIS OF COMBINATION

The combined financial statements presented herein will be referred to for
the years ended December 31, but will include the financial statements of Davis
Hospital and Pioneer Valley Hospital for the years ended December 31, and Santa
Rosa Medical Center for the years ended August 31.

OPERATING REVENUES AND RECEIVABLES

Operating revenues are based on established billing rates less allowances
and discounts for patients covered by Medicare, Medicaid and various other
discount arrangements. Payments received under these programs and arrangements,
which are based on either predetermined rates or the cost of services, are
generally less than the Hospital's customary charges, and the differences are
recorded as contractual adjustments or policy discounts at the time service is
rendered. These contractual adjustments totaled $49,738,000 and $56,580,000 for
1994 and 1995, respectively.

Normal estimation differences between final settlements and amounts
recognized in previous years are reported as contractual adjustments in the
current year. The administrative procedures for cost-based programs preclude
final determination of the payments due or receivable until after the Hospitals'
cost reports are audited or otherwise reviewed by and settled with the
respective program agencies. The Hospitals' estimate for final settlements of
all years through 1995 has been reflected in the combined financial statements.

F-30
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Patient revenues under the Medicare and Medicaid programs amounted to
approximately 43% and 40% of total patient revenues in 1994 and 1995,
respectively. The Hospitals do not believe that there are any credit risks
associated with receivables due from governmental agencies. Concentrations of
credit risk from other payors is limited by the number of patients and payors.

INTERCOMPANY LIABILITIES

Intercompany liabilities represent, in part, the net excess of funds
transferred to or paid on behalf of the Hospitals over funds transferred to the
centralized cash management account of Columbia. Generally, this balance is
increased by automatic cash transfers from the account to reimburse the
Hospitals' bank accounts for operating expenses and to pay the Hospitals' debt,
completed construction project additions, fees and services provided by Columbia
and other operating expenses, such as payroll, interest, insurance, and income
taxes. Generally, the balance is decreased through daily cash deposits by the
Hospitals to the account. Management fees represent an allocation of home office
and regional expenses of Columbia.

At December 31, 1994 and 1995, intercompany balances also include certain
long-term debt balances amounting to $33,553,000 and $29,616,000, respectively,
which were allocated to the Hospitals by Columbia. All principal and interest
payments on the debt allocated from Columbia are made by the Hospitals through
Columbia. The Hospitals were charged interest on the allocated debt at rates
ranging from 11.9% to 10% during 1994 and 1995.

INVENTORIES

Inventories consisting of drugs and other supplies are stated at cost
(first-in, first-out method) which is not in excess of market.

PROPERTY AND EQUIPMENT

Depreciation is computed by the straight-line method over the estimated
useful life of the assets. Depreciation rates for buildings and improvements are
equivalent to useful lives ranging generally from 10 to 20 years. Estimated
useful lives of equipment vary generally from 4 to 10 years.

INCOME TAXES

Columbia files consolidated federal and state income tax returns which
include the accounts of the Hospitals. The provision for income taxes is
determined utilizing maximum federal and state statutory rates applied to income
before income taxes adjusted for certain items which are not deductible. Income
tax benefits or liabilities are reflected in the intercompany liabilities. All
income tax payments are made by the Hospitals through Columbia.

GENERAL AND PROFESSIONAL LIABILITY RISKS

Columbia assumes the liability for all general and professional liability
claims incurred and maintains the related reserve; accordingly, no reserve for
liability risks is recorded on the accompanying combined balance sheets. Prior
to April 24, 1995, Columbia maintained self-insurance coverage for general and
professional liability risks of the Hospitals. Davis Hospital and Medical Center
maintained reserves for general and professional liability risk up to certain
deductible limits during 1994.

F-31
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Costs attributable to the Hospitals were allocated based on actuarially
determined estimates. Effective April 24, 1995, the cost of general and
professional liability coverage were allocated by Columbia's captive insurance
company to the Hospitals based on actuarially determined estimates. The cost for
1994 and 1995 was approximately $1,046,000 and $1,137,000, respectively.

The Hospitals participate in a self-insured program for workers'
compensation and health insurance administered by Columbia. The cost, based on
the Hospitals' experience, was approximately $1,798,000 and $2,826,000 for 1994
and 1995, respectively.

LITIGATION AND OTHER MATTERS

The Hospitals are subject to claims and suits arising in the ordinary course
of business. In the opinion of management, the ultimate resolution of such
pending legal proceedings will not have a material effect on the Hospitals'
financial position, results of operations or cash flows.

3. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment is as follows:

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Land and improvements.................................................. $ 1,831 $ 1,824
Buildings and improvements............................................. 39,825 40,507
Equipment.............................................................. 41,938 45,957
--------- ---------
83,594 88,288
Less accumulated depreciation.......................................... 34,493 39,363
--------- ---------
49,101 48,925
Construction in progress............................................... 1,622 290
--------- ---------
$ 50,723 $ 49,215
--------- ---------
--------- ---------
</TABLE>

4. RETIREMENT PLANS
The Hospitals participate in Columbia's defined contribution retirement
plans, which cover substantially all employees. Benefits are determined
primarily as a percentage of a participant's earned income. Retirement expense
was approximately $1,676,000 in 1994 and $1,293,000 in 1995.

5. LEASES
Operating lease rental expense relating primarily to the rental of buildings
and equipment was approximately $2,662,000 and $3,367,000 in 1994 and 1995,
respectively.

F-32
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995

5. LEASES (CONTINUED)
Future minimum rental commitments under noncancelable operating leases (with
an initial or remaining term in excess of one year) at December 31, 1995, are as
follows (in thousands):

<TABLE>
<CAPTION>
1996........................................ $ 3,133
<S> <C>
1997........................................ 3,069
1998........................................ 3,048
1999........................................ 2,666
2000........................................ 1,774
Thereafter.................................. 9,098
---------
Total minimum rental commitments............ $ 22,788
---------
---------
</TABLE>

6. PREPAID LEASE
Santa Rosa Medical Center is party to a prepaid lease agreement with Santa
Rosa County to lease certain real property and improvements. Effective September
1, 1994, the initial 20-year lease term, scheduled to terminate in the year
2005, was extended to the year 2025 for $2,000,000. In connection with the lease
extension, Santa Rosa Medical Center agreed to make capital improvements through
December 31, 2004, aggregating not less than $5,000,000.

Leasehold value in the accompanying combined balance sheets represents the
difference between market rent and contract rent, discounted to present value
over the initial lease term, at the date of acquisition of the Hospital by HTI.
Leasehold value is being amortized over the remaining initial lease term on a
straight-line basis.

7. AFFILIATED COMPANIES
The Hospitals incur expenses for management services provided by Columbia.
Due to the related nature of these entities, the amounts paid may not have been
the same if similar activities had been undertaken with unrelated parties.

F-33
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

UNAUDITED COMBINED BALANCE SHEET

<TABLE>
<CAPTION>
MARCH 31, 1996
--------------
(IN THOUSANDS)
<S> <C>
ASSETS
Current assets:
Cash........................................................................ $ 206
Accounts receivable, less allowance for doubtful accounts................... 15,664
Inventories................................................................. 2,019
Prepaid expenses and other.................................................. 1,040
--------------
Total current assets.......................................................... 18,929
Property, plant and equipment, less accumulated depreciation.................. 47,561
Prepaid lease................................................................. 5,961
Leasehold value, less accumulated amortization................................ 2,757
Other assets.................................................................. 4,063
--------------
Total assets.................................................................. $ 79,271
--------------
--------------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and other current liabilities.............................. $ 8,750
Intercompany liabilities...................................................... 36,324
Shareholder's equity:
Common stock, Class B, $1 par value -- 3,000 shares authorized and issued... 3
Additional paid in capital.................................................. 8,259
Retained earnings........................................................... 25,935
--------------
Total shareholder's equity.................................................... 34,197
--------------
Total liabilities and shareholder's equity.................................... $ 79,271
--------------
--------------
</TABLE>

See accompanying notes.

F-34
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

UNAUDITED COMBINED STATEMENTS OF INCOME AND
CHANGES IN RETAINED EARNINGS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------
1995 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Total operating revenues................................................................... $ 26,861 $ 28,075
Costs and expenses:
Salaries, wages, and benefits............................................................ 9,712 10,658
Supplies................................................................................. 3,862 3,980
Purchased services....................................................................... 2,232 2,908
Other operating expenses................................................................. 3,190 3,202
Provision for doubtful accounts.......................................................... 1,495 1,777
Depreciation and amortization............................................................ 1,568 1,581
Interest expense......................................................................... 854 576
Management fees.......................................................................... 583 1,857
--------- ---------
Total costs and expenses................................................................... 23,496 26,539
--------- ---------
Income before income taxes................................................................. 3,365 1,536
Income taxes............................................................................... 1,329 607
--------- ---------
Net income................................................................................. 2,036 929
Retained earnings at beginning of period................................................... 20,635 25,006
--------- ---------
Retained earnings at end of period......................................................... $ 22,671 $ 25,935
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-35
<PAGE>
DAVIS HOSPITAL AND MEDICAL CENTER
PIONEER VALLEY HOSPITAL
SANTA ROSA MEDICAL CENTER

UNAUDITED COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------
1995 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................................................. $ 2,036 $ 929
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization............................................................ 1,568 1,581
Changes in operating assets and liabilities:
Accounts receivable.................................................................... (1,842) (2,006)
Prepaid expenses and inventories....................................................... (322) 272
Accounts payable and other current liabilities......................................... 114 1,394
--------- ---------
Net cash provided by operating activities.................................................. 1,554 2,170
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment................................................. (950) --
Disposals of property, plant and equipment................................................. -- 73
Decrease in net leasehold value and other long term assets................................. (750) 1,249
--------- ---------
Net cash used in investing activities...................................................... (1,700) 1,322
CASH FLOWS FROM FINANCING ACTIVITIES
Net transfers (to) from Columbia........................................................... 58 (3,942)
--------- ---------
Increase in cash........................................................................... (88) (450)
Cash at beginning of period................................................................ 456 656
--------- ---------
Cash at end of period...................................................................... $ 368 $ 206
--------- ---------
--------- ---------
Supplemental cash flow information:
Cash paid during the period for:
Interest payments........................................................................ $ 854 $ 576
Income tax payments...................................................................... 1,329 607
</TABLE>

See accompanying notes.

F-36
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Champion Healthcare Corporation

We have audited the accompanying consolidated balance sheet of Champion
Healthcare Corporation as of December 31, 1994 and 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Champion
Healthcare Corporation as of December 31, 1994 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Houston, Texas
February 27, 1996

F-37
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONSOLIDATED BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1995
---------- ----------
(DOLLARS IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C>
Current assets:
Cash and cash equivalents.............................................................. $ 48,424 $ 7,583
Restricted cash........................................................................ 5,000 --
Accounts receivable, less allowance for doubtful accounts of $4,959 and $10,118 in 1994
and 1995, respectively................................................................ 17,115 33,262
Supplies inventory..................................................................... 1,942 3,470
Prepaid expenses and other current assets.............................................. 4,899 6,264
---------- ----------
Total current assets................................................................... 77,380 50,579
Property and equipment:
Land................................................................................... 4,510 6,418
Buildings and improvements............................................................. 48,888 115,688
Equipment.............................................................................. 25,016 42,343
Construction in progress............................................................... 8,839 4,666
---------- ----------
Total property and equipment......................................................... 87,253 169,115
Less allowances for depreciation and amortization...................................... 5,340 10,733
---------- ----------
Total property and equipment, net.................................................... 81,913 158,382
Investment in Dakota Heartland Health System............................................. 40,088 48,145
Goodwill, net of accumulated amortization of $37 and
$1,051 in 1994 and 1995, respectively................................................... 5,947 20,933
Intangible assets, net of accumulated amortization of $1,647 and
$2,052 in 1994 and 1995, respectively................................................... 5,718 7,438
Other assets............................................................................. 5,507 5,783
---------- ----------
Total assets......................................................................... $ 216,553 $ 291,260
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt...................................................... $ 4,221 $ 1,166
Current portion of capital lease obligations........................................... 560 1,301
Accounts payable....................................................................... 10,637 13,952
Due to third parties................................................................... 2,241 8,829
Accrued and other liabilities.......................................................... 8,446 15,490
---------- ----------
Total current liabilities............................................................ 26,105 40,738
Long-term debt........................................................................... 102,626 159,670
Capital lease obligations................................................................ 2,658 2,777
Other long-term liabilities.............................................................. 11,037 10,177
Commitments and contingencies (Notes 3 and 13)
Redeemable preferred stock............................................................... 76,294 46,029
Common stock, $.01 par value:
Authorized - 25,000,000 shares, 4,223,975 and 11,868,230 shares issued and outstanding
in 1994 and 1995, respectively........................................................ 42 119
Common stock subscribed, 100,000 and 80,000 shares in 1994 and 1995, respectively........ 50 40
Common stock subscription receivable..................................................... (50) (40)
Paid in capital.......................................................................... 15,998 47,643
Accumulated deficit...................................................................... (18,207) (15,893)
---------- ----------
Total liabilities and stockholders' equity........................................... $ 216,553 $ 291,260
---------- ----------
---------- ----------
</TABLE>

See notes to consolidated financial statements.

F-38
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net patient service revenue................................................ $ 86,728 $ 99,613 $ 163,500
Other revenue.............................................................. 3,104 4,580 4,020
----------- ----------- -----------
Net revenue............................................................ 89,832 104,193 167,520
Expenses:
Salaries and benefits.................................................... 36,698 41,042 72,188
Supplies................................................................. 11,641 12,744 21,113
Other operating expenses................................................. 24,033 29,767 44,594
Provision for bad debts.................................................. 5,669 7,812 12,016
Interest................................................................. 2,725 6,375 13,618
Depreciation and amortization............................................ 3,524 4,010 9,290
Equity in earnings of Dakota Heartland Health System..................... -- -- (8,881)
Asset write-down......................................................... 15,456 -- --
----------- ----------- -----------
Total expenses......................................................... 99,746 101,750 163,938
----------- ----------- -----------
Income (loss) before income taxes and extraordinary items................ (9,914) 2,443 3,582
Provision for income taxes................................................. 1,009 200 150
----------- ----------- -----------
Income (loss) before extraordinary items................................. (10,923) 2,243 3,432
Extraordinary items:
Loss on early extinguishment of debt, net of tax benefit of $634 for
1993.................................................................... (1,230) -- (1,118)
----------- ----------- -----------
Net income (loss)........................................................ $ (12,153) $ 2,243 $ 2,314
----------- ----------- -----------
----------- ----------- -----------
Loss applicable to common stock.......................................... $ (13,805) $ (2,467) $ (9,017)
----------- ----------- -----------
----------- ----------- -----------
Loss per common share:
Loss before extraordinary items.......................................... $ (11.21) $ (1.69) $ (1.86)
Extraordinary items...................................................... (1.10) -- (0.26)
----------- ----------- -----------
Loss per common share.................................................. $ (12.31) $ (1.69) $ (2.12)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See notes to consolidated financial statements.

F-39
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK ADDITIONAL
-------------------------- ---------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT SUBSCRIBED RECEIVABLE CAPITAL DEFICIT
------------- ----------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1993........... 1,100,000 $ 11 $ 50 $ (50) $ (2,363)
Preferred stock dividends accrued,
including accretion of issuance
costs................................ (1,652)
Exercise of bridge loan warrants...... 26,250
Net loss.............................. (12,153)
------------- ----- --- --- ----------- ------------
BALANCES AT DECEMBER 31, 1993......... 1,126,250 11 50 (50) (16,168)
Exercise of bridge loan warrants...... 83,044 1
Shares issued in AmeriHealth
acquisition.......................... 3,014,681 30 $ 16,426
Preferred stock dividends accrued,
including accretion of issuance
costs................................ (428) (4,282)
Net income............................ 2,243
------------- ----- --- --- ----------- ------------
BALANCES AT DECEMBER 31, 1994......... 4,223,975 42 50 (50) 15,998 (18,207)
Preferred stock dividends accrued,
including accretion of issuance
costs................................ (5,982)
Dividends declared pursuant to the
Recapitalization..................... (5,349)
Issuance of warrants.................. 668
Exercise of options/stock
subscriptions........................ 38,411 1 (10) 10 108
Shares issued pursuant to the
Recapitalization, net of issuance
costs................................ 7,605,844 76 42,200
Net income............................ 2,314
------------- ----- --- --- ----------- ------------
BALANCES AT DECEMBER 31, 1995......... 11,868,230 $ 119 $ 40 $ (40) $ 47,643 $ (15,893)
------------- ----- --- --- ----------- ------------
------------- ----- --- --- ----------- ------------
</TABLE>

See notes to consolidated financial statements.

F-40
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1993 1994 1995
----------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating activities:
Net income (loss).......................................................... $ (12,153) $ 2,243 $ 2,314
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Extraordinary loss, net.................................................. 1,230 -- 1,118
Equity in earnings of Dakota Heartland Health System,
net of distributions.................................................... -- -- (8,056)
Depreciation and amortization............................................ 3,524 4,010 9,290
Deferred income taxes.................................................... (1,171) 1,600 --
Provision for bad debts.................................................. 5,669 7,812 12,016
Asset write-down......................................................... 15,456 -- --
Changes in operating assets and liabilities,
excluding acquisitions:
Accounts receivable.................................................... (6,842) (9,088) (14,864)
Supplies inventory..................................................... (446) (264) 144
Prepaid expenses and other current assets.............................. (169) (4,154) 2,103
Other assets........................................................... (1,654) (908) (3,210)
Accounts payable, income taxes payable and other accrued liabilities... 1,935 (1,968) 12,037
----------- ---------- ----------
Net cash provided by (used in) operating activities.................. 5,379 (717) 12,892
----------- ---------- ----------
Investing activities:
Purchase of facilities................................................... (5,813) -- (59,810)
Net payment for investment in partnership................................ -- (20,000) (2,000)
Cash acquired in acquisitions............................................ -- 4,341 361
Additions to property and equipment...................................... (4,726) (12,561) (42,822)
Proceeds from sales of property and equipment............................ -- -- 1,704
Investment in note receivable............................................ -- (757) (2,524)
----------- ---------- ----------
Net cash used in investing activities................................ (10,539) (28,977) (105,091)
----------- ---------- ----------
Financing activities:
Proceeds from issuance of long-term obligations.......................... 63,091 19,133 143,532
Payments related to issuance of long-term debt obligations and other
financing costs......................................................... (2,396) -- (3,927)
Payments on long-term obligations........................................ (28,516) (2,300) (94,715)
Payments on obligations assumed through acquisitions..................... -- (10,911) --
Proceeds from issuance of redeemable preferred stock and stock
warrants................................................................ 34,345 11,223 793
Payments related to preferred and common stock issuance.................. (882) -- (38)
Cash restricted under collateral agreement............................... -- (5,713) --
Cash released under collateral agreement................................. -- -- 5,713
----------- ---------- ----------
Net cash provided by financing activities............................ 65,642 11,432 51,358
----------- ---------- ----------
(Decrease) increase in cash and cash equivalents..................... 60,482 (18,262) (40,841)
Cash and cash equivalents at beginning of year............................. 6,204 66,686 48,424
----------- ---------- ----------
Cash and cash equivalents at end of year................................... $ 66,686 $ 48,424 $ 7,583
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

See notes to consolidated financial statements.

F-41
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATIONAL BACKGROUND
Champion Healthcare Corporation (the "Company"), a Delaware corporation, is
engaged in the ownership and management of general acute care and specialty
hospitals and related health care facilities. At December 31, 1995, including
hospital partnerships, the Company owns and/or operates seven acute care
hospitals, two psychiatric hospitals and a skilled nursing facility. See Note 16
"Subsequent Events" for a discussion of recent acquisition activity.

Including hospital partnerships, the seven general acute care hospitals
owned and/or operated by the Company provide a range of medical and surgical
services typically available in general acute care hospitals. These services
include inpatient care such as intensive and cardiac care, diagnostic services,
radiological services and emergency services. All of the hospitals provide an
extensive range of outpatient services, including ambulatory surgery, laboratory
and radiology. The Company's two psychiatric hospitals provide child, adolescent
and adult comprehensive psychiatric and chemical dependency treatment programs,
with inpatient, day hospital, outpatient and other ambulatory care.

Effective December 31, 1995, the Company and its preferred shareholders
entered into the 1995 Recapitalization Agreement to reduce the complexity of the
Company's capital structure and eliminate the accrual of future dividends on its
outstanding preferred stock and the resulting impact on earnings per share. As a
result of the Recapitalization Agreement, common shares outstanding increased
from 4,262,386 to 11,868,230 and preferred shares outstanding decreased from
10,452,370 to 2,605,714. The transactions comprising the 1995 Recapitalization
Agreement are herein collectively referred to as the "Recapitalization." See
Note 8 "Stockholders' Equity" for a discussion of the terms of the
Recapitalization.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company,
all wholly-owned and majority-owned subsidiaries and majority-owned
partnerships. The Company uses the equity method of accounting when it has a 20%
to 50% interest in other companies and partnerships. Under the equity method,
the Company records its original investment at cost and adjusts its investment
for its undistributed share of the earnings or losses of the equity investee.
All significant intercompany transactions and accounts have been eliminated in
consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of net revenue and expenses during the
period. Actual results could differ from those estimates. The most significant
areas which require the use of management's estimates relate to the
determination of estimated third-party payor settlements, allowance for
uncollectable accounts receivable, income tax valuation allowance and reserves
for professional liability risk.

NET PATIENT SERVICE REVENUE

The Company's facilities have entered into agreements with third-party
payors, including US government programs and managed care health plans, under
which the Company is paid based upon established charges, cost of services
provided, predetermined rates by diagnosis, fixed per diem rates or discounts
from established charges.

F-42
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Medicare and Medicaid programs are generally less than billed charges.
Provisions for contractual adjustments are made to reduce charges to these
patients to estimated receipts based upon each program's principle of
payment/reimbursement (either prospectively determined or retrospectively
determined costs). Settlements for retrospectively determined rates are
estimated in the period the related services are rendered and are adjusted in
future periods as final settlements are determined. In management's opinion,
adequate allowance has been provided for possible adjustments that might result
from final settlements under these programs. Allowance for contractual
adjustments under these programs are deducted from accounts receivable in the
accompanying consolidated balance sheet.

OTHER REVENUE

Other revenue includes income from non-patient hospital activities such as
cafeteria sales and interest income, among others.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid debt instruments,
primarily US government backed securities and certificates of deposit, purchased
with an original maturity of three months or less. The Company maintains its
cash in bank deposits which, at times, may exceed federally insured limits.

The Company adopted Statement of Financial Accounting Standards No. 115
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115")
on January 1, 1995. All investments accounted for under SFAS No. 115 are
classified as available-for-sale, and the implementation of this statement had
no impact on net income.

ACCOUNTS RECEIVABLE

Accounts receivable consist primarily of amounts due from the Medicare and
Medicaid programs, other government programs, managed care health plans,
commercial insurance companies and individual patients. Current earnings are
charged with an allowance for doubtful accounts based on experience and other
circumstances that may affect the ability of patients to meet their obligations.
Accounts deemed uncollectable are charged against that allowance.

SUPPLIES INVENTORY

Inventory consists primarily of pharmaceuticals and supplies and is stated
at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Expenditures for new facilities
and equipment and those that substantially increase the useful life of existing
property and equipment are capitalized. Ordinary maintenance and repairs are
charged to expense when incurred. Upon disposition, the assets and related
accumulated depreciation are removed from the accounts, and the resulting gain
or loss is included in the statement of operations.

Depreciation is computed using the straight-line method at rates calculated
to amortize the cost of assets over their estimated useful lives ranging from 3
to 40 years.

F-43
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents costs in excess of net assets acquired and is amortized
on a straight line basis over a period of 20 years. Intangible assets consist of
deferred financing costs, non-compete agreements and various other intangible
assets. Deferred financing costs are amortized on a straight-line basis over the
term of the applicable debt. Costs related to non-compete agreements and other
intangibles are amortized on a straight-line basis over two to five years.

Amortization expense for 1993, 1994 and 1995 was approximately $1,209,000,
$1,000,000, and $2,724,000, of which approximately $139,000, $395,000, and
$845,000 relate to deferred financing costs.

CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK

Through December 31, 1995, the Company reflected accumulated unpaid and
undeclared dividends on its cumulative redeemable preferred stock as an increase
in the related issue with corresponding charges to additional paid-in capital,
to the extent available, and accumulated deficit. Pursuant to the
Recapitalization, all accrued preferred dividends at December 31, 1995
(approximately $12,614,000) were paid by the issuance of common stock at an
agreed price of $7.00 per share. Additionally, the holders of Series C and D
preferred stock have waived all dividends accruing after December 31, 1995. See
Note 8 "Stockholders' Equity" for a discussion of the terms of the
Recapitalization.

INCOME TAXES

The Company uses the liability method of accounting for income taxes. Under
this method, deferred income taxes are recorded to reflect the tax consequence
on future years of temporary differences between the tax basis of the assets and
liabilities and their financial amounts at year-end.

LOSS PER SHARE

Loss per common and common equivalent share amounts are calculated by
dividing loss applicable to common stock by the weighted average number of
common shares outstanding during each period, as restated for the two-for-one
stock split on July 7, 1993, and assuming the exercise, when dilutive, of all
stock options and warrants having an exercise price less than the average stock
market price of the common stock using the treasury stock method. Common stock
equivalents and other potentially dilutive securities have not been considered
because their effect was antidilutive in all years. Weighted average shares
outstanding used to determine earnings per common and common equivalent share
were 1,122,000, 1,457,000, and 4,255,000 in 1993, 1994 and 1995, respectively.

RECLASSIFICATIONS

Certain reclassifications have been made in prior year financial statements
to conform to the 1995 presentation. These reclassifications had no effect on
the results of operations previously reported.

RECENT PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 121, which is effective for fiscal years beginning after December 15, 1995,
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company does not believe that the adoption of this statement
will have a material effect on its financial statements.

F-44
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," which is effective for fiscal years beginning after
December 15, 1995. SFAS 123 establishes new financial accounting and reporting
standards for stock-based compensation plans. Entities will be allowed to
measure compensation expense for stock-based compensation under SFAS 123 or APB
Opinion No. 25, "Accounting for Stock Issued to Employees." Entities electing to
account for such compensation under APB Opinion No. 25 will be required to make
pro forma disclosures of net income and earnings per share as if SFAS 123 had
been applied. The Company is presently evaluating which alternative it will
adopt under SFAS 123 and has not yet quantified the potential impact on the
Company of adopting this new standard.

NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS

PHYSICIANS AND SURGEONS HOSPITAL

The Company acquired Physicians and Surgeons Hospital in Midland, Texas on
May 1, 1993 for approximately $5,800,000 in cash and the assumption of
$1,200,000 in debt. The acquisition was accounted for as a purchase transaction
with operations reflected in the consolidated financial statements beginning May
1, 1993. The Company replaced P&S in the fourth quarter of 1995 with the newly
constructed 101 bed Westwood Medical Center. Total construction cost for the new
facility was approximately $39,017,000.

PSYCHIATRIC HEALTHCARE CORPORATION

On October 21, 1994, the Company acquired Psychiatric Healthcare Corporation
("PHC"), a privately held corporation headquartered in Birmingham, Alabama, by
the merger of PHC with and into a wholly-owned subsidiary of the Company. PHC
owned and operated two free-standing psychiatric hospitals with a combined total
of 219 beds located in Springfield, Missouri and Alexandria, Louisiana, and
owned a third free-standing psychiatric hospital located in Sherman, Texas, that
was closed and held for sale at the date of acquisition. The net purchase price,
including contingent consideration of $2,000,000 paid in 1995 and the assumption
of long term debt, was approximately $24,600,000. The Company paid no cash to
PHC shareholders. Total consideration paid by the Company consisted of the
assumption of approximately $14,880,000 in long-term debt and the issuance of
the following securities to PHC shareholders: (i) 264,306 shares of Series D
preferred stock, (ii) $7,123,000 of 11% Senior Subordinated Notes with 213,690
detachable warrants to acquire common stock and (iii) options, which were
subsequently exercised, to acquire an additional 7,561 shares of Series D
Preferred Stock and $202,000 principal amount of 11% Senior Subordinated Notes
with 6,060 detachable warrants. The payment of contingent consideration had been
subject to the Company's receipt of up to $2,000,000 from a combination of the
sale of the Sherman, Texas facility, a recovery from a lawsuit and certain
specified Medicaid payments. All conditions for the payment of contingent
consideration were substantially met in 1995, including the sale of Sherman
Hospital for approximately $1,300,000 in March 1995. The acquisition was
accounted for as a purchase transaction with operations reflected in the
consolidated financial statements effective October 1, 1994. The Company has
completed its analysis of the assets acquired and liabilities assumed and has
allocated approximately $8,800,000 in excess purchase price to goodwill, which
is currently being amortized over a 20 year period.

AMERIHEALTH, INC.

On December 6, 1994, the Company merged with AmeriHealth, Inc. ("AHH"), a
Delaware corporation, with AHH being the surviving corporation resulting from
the merger (the "Combined Company"). The merger was accounted for as a
recapitalization of the Company with the Company as

F-45
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED)
the acquiror (a reverse acquisition). Concurrent with the merger, the name of
the Combined Company was changed to Champion Healthcare Corporation, and the
Combined Company adopted the Company's certificate of incorporation provisions.

Pursuant to the merger, the Combined Company: (a) paid a cash distribution
of $0.085 cents per share to all common stockholders of AHH, (b) issued one
share of its Combined Company common stock for each 5.70358 shares of the
approximately 17.2 million outstanding shares of AHH's Common Stock, (c) issued
one share of Combined Company common stock for each of the approximately 1.2
million then outstanding shares of the Company common stock, and (d) issued one
share of newly authorized Combined Company preferred stock for each of the then
outstanding shares of the Company's preferred stock. The terms of the new voting
shares of Combined Company preferred stock are identical to those of the
Company's preferred stock outstanding prior to the merger. In addition, holders
of the outstanding shares of AHH's $2.125 Increasing Rate Cumulative Convertible
Preferred Stock were canceled in exchange for cash equal to the redemption price
of such shares plus all unpaid dividends which totaled approximately $47,000.
The net purchase price, including the assumption of approximately $17,700,000 in
debt, was approximately $38,876,000. The acquisition was accounted for as a
purchase transaction with operations reflected in the consolidated financial
statements effective December 1, 1994. The Company has completed its analysis of
the assets acquired and liabilities assumed and has allocated approximately
$8,946,000 in excess purchase price to goodwill, which is currently being
amortized over a 20 year period.

PARTNERSHIP WITH DAKOTA HOSPITAL

On December 21, 1994, a wholly owned subsidiary of the Company that owned
Heartland Medical Center, a 142 bed general acute care facility in Fargo, North
Dakota, entered into a partnership with Dakota Hospital ("Dakota"), a
not-for-profit corporation that owned a 199 bed general acute care hospital also
in Fargo, North Dakota. The partnership is operated as Dakota Heartland Health
System ("DHHS"). Also on December 21, 1994, the Company entered into an
operating agreement with the partnership and Dakota to manage the combined
operations of the two hospitals. Under the terms of the partnership agreement,
the Company is obligated to advance funds to DHHS to cover any and all operating
deficits of DHHS. DHHS began operations on December 31, 1994.

The Company and Dakota contributed their respective hospitals debt and lien
free (except for capitalized lease obligations), including certain working
capital components, and the Company contributed an additional $20,000,000 in
cash, each in exchange for 50% ownership in the partnership. A $20,000,000
special distribution was made to Dakota after capitalization of the partnership
in accordance with the terms of the partnership agreement. The Company will
receive 55% of the net income and distributable cash flow ("DCF") of the
partnership until such time as it has recovered on a cumulative basis an
additional $10,000,000 of DCF in the form of an "excess" distribution. As of
December 31, 1995, the Company has received $825,000 in cash distributions from
DHHS.

The partnership is administered by a Governing Board comprised of six
members appointed by Dakota, three members appointed by the Company and three
members appointed by mutual consent of the Dakota members and the Company
members. Certain Governing Board actions require the majority approval of each
of the Company and Dakota members. Because the partners through the partnership
agreement have delegated substantially all management of the partnership to the
Company through the operating agreement, the authority of the Governing Board is
limited.

Beginning July 1996, Dakota has the right to require the Company to purchase
its partnership interest free of debt or liens for a cash purchase price equal
to 5.5 times Dakota's pro rata share of earnings before depreciation, interest,
income taxes and amortization, as defined in the partnership agreement, less
Dakota's pro-rata share of the partnership's long-term debt. DHHS had earnings

F-46
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED)
before depreciation, interest, income taxes and amortization of approximately
$19,000,000 for the year ended December 31, 1995. Beginning January 1998, the
purchase price for Dakota's partnership interest shall not be less than
$50,000,000. After receipt of written notice of Dakota's intent to sell its
partnership interest, the Company would have 12 months to complete the purchase.
Should the Company not complete the purchase during this period, Dakota has the
right to, among others, (i) terminate the operating agreement and engage an
outside party to manage the hospital, (ii) replace the Company's designees to
the Governing Board and (iii) enter into a fair market value transaction to sell
substantially all of the partnership's assets.

The Company accounts for its investment in DHHS under the equity method. The
following table summarizes certain financial information of DHHS as of December
31, 1994 and 1995, and for the year ended December 31, 1995 (dollars in
thousands). DHHS began operations on December 31, 1994.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C> <C>
INCOME STATEMENT DATA
Net revenue.......................................... $ 106,011
Net income........................................... 16,148
Company's equity in the earnings of DHHS............. 8,881

DECEMBER 31, 1994 DECEMBER 31, 1995
----------------- -----------------
<S> <C> <C>
BALANCE SHEET DATA
Current assets....................................... $ 28,220 $ 39,008
Non-current assets................................... 44,298 55,854
Current liabilities.................................. 12,212 19,980
Non-current liabilities.............................. 129 57
Partners' equity..................................... 60,177 74,825
</TABLE>

SALT LAKE REGIONAL MEDICAL CENTER

On April 13, 1995, the Company acquired Salt Lake Regional Medical Center
("SLRMC") from Columbia/HCA Healthcare Corporation ("Columbia"). SLRMC is
comprised of a 200 bed tertiary care hospital and five clinics and is located in
Salt Lake City, Utah. Total acquisition cost for SLRMC was approximately
$61,042,000, which consisted of approximately $56,816,000 in cash and additional
consideration due to Columbia of approximately $1,767,000, as well as the
assumption of approximately $2,459,000 in capital lease obligations. Cash
consideration included approximately $11,783,000 for certain working capital
components, resulting in a net purchase price of approximately $49,259,000. The
Company funded the asset purchase from available cash and approximately
$30,000,000 in borrowings under its then outstanding credit facility. The
acquisition was accounted for as a purchase transaction with operations
reflected in the consolidated financial statements beginning April 14, 1995.

JORDAN VALLEY HOSPITAL

On March 1, 1996, the Company acquired Jordan Valley Hospital ("Jordan")
from Columbia. Jordan is a 50 bed acute care hospital located in West Jordan,
Utah, a suburb of Salt Lake City. The Company acquired Jordan in exchange for
Autauga Medical Center, an 85 bed acute care hospital, and Autauga Health Care
Center, a 72 bed skilled nursing facility, both in Prattville, Alabama, plus
preliminary cash consideration paid to the seller of approximately $10,750,000,
which included approximately $3,750,000 for certain net working capital
components, subject to adjustment, and reimbursement of certain capital
expenditures made previously by the seller. The transaction did not result in a
gain or loss. The Alabama facilities were acquired as part of the Company's
acquisition of AmeriHealth, Inc. on December 6, 1994.

F-47
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. ACQUISITIONS AND OTHER INVESTMENTS (CONTINUED)
PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma financial information for the
years ended December 31, 1994 and 1995 assumes that the acquisition of SLRMC
occurred on January 1, 1994. The selected unaudited pro forma financial
information for the year ended December 31, 1994, assumes that the acquisitions
of AHH and PHC, and the formation of the DHHS partnership occurred on January 1,
1994. The pro forma financial information below does not purport to be
indicative of the results that actually would have been obtained had the
operations been combined during the periods presented, and is not intended to be
a projection of future results or trends.

<TABLE>
<CAPTION>
1994 1995
----------- -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Net revenue......................................................... $ 195,915 $ 189,540
----------- -----------
----------- -----------
Equity in earnings of DHHS.......................................... $ 5,443 $ 8,881
----------- -----------
----------- -----------
Income (loss) before extraordinary item............................. $ (3,198) $ 3,999
----------- -----------
----------- -----------
Net income (loss)................................................... $ (3,198) $ 2,881
----------- -----------
----------- -----------
Loss applicable to common stock..................................... $ (8,196) $ (8,450)
----------- -----------
----------- -----------
Loss per common share before extraordinary item..................... $ (1.94) $ (1.72)
----------- -----------
----------- -----------
Loss per common share............................................... $ (1.94) $ (1.99)
----------- -----------
----------- -----------
Weighted average number of common shares outstanding................ 4,224 4,255
----------- -----------
----------- -----------
</TABLE>

NOTE 4. ASSET WRITE-DOWN
In December 1993, the Company ceased providing medical services at Gulf
Coast Hospital ("GCH"), one of two Company-owned hospitals located in Baytown,
Texas, which it had acquired from HCA Health Services of Texas, Inc. on
September 1, 1992. The Company intended to use GCH for limited administrative
purposes only until it could arrange a sale. As a result, the Company wrote down
the GCH assets by $15,456,000, which reflected the estimated fair value of the
facility under limited use less ongoing operating costs and various rental
concessions previously granted the tenants. The book value of GCH prior to the
write-down was $16,681,000. The remaining net historical cost of $1,225,000
represented the equipment moved to the other Baytown campus. In June 1994, the
Company sold the former HCA facility to a physician group for nominal
consideration. The Company believes that assets associated with its other campus
in Baytown have not been impaired as the result of this change in operations.

NOTE 5. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following at December 31,
1994 and 1995 (dollars in thousands):

<TABLE>
<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Accrued salaries and wages.............................................. $ 1,303 $ 3,851
Accrued vacation........................................................ 1,148 2,516
Accrued interest........................................................ 1,256 3,156
Other................................................................... 4,739 5,967
--------- ---------
Total accrued and other liabilities................................... $ 8,446 $ 15,490
--------- ---------
--------- ---------
</TABLE>

F-48
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1994 and 1995
(dollars in thousands):

<TABLE>
<CAPTION>
1994 1995
----------- -----------
<S> <C> <C>
Revolving Loan................................................................ $ 47,700
Term Loan..................................................................... $ 18,500 --
11% Senior Subordinated Notes (face amount of $99,089, net of a discount of
$642 at December 31, 1995)................................................... 62,703 98,447
Health Care REIT, Inc......................................................... 12,770 11,120
Wilmington Savings Fund Society............................................... 9,766 --
Other notes payable........................................................... 3,108 3,569
----------- -----------
Total debt.................................................................. 106,847 160,836
Less current portion.......................................................... (4,221) (1,166)
----------- -----------
Total long-term debt...................................................... $ 102,626 $ 159,670
----------- -----------
----------- -----------
</TABLE>

On June 12, 1995, the Company issued $35,000,000 face amount (less a
discount of approximately $668,000) of Senior Subordinated Notes (the "Notes")
maturing on December 31, 2003. The Notes bear interest at an annual effective
rate of 11.35% (11% stated rate). Interest is payable quarterly, and the stated
rate increases from 11% to 11.5% on March 31, 1996. The Notes include detachable
warrants for the purchase of 525,000 shares of common stock. The Notes are
subject to redemption on or after December 31, 1995, at the Company's option, at
prices declining from 112.5% of principal amount at December 31, 1995, to par at
December 31, 2002. Additionally, there is a requirement to repurchase all
outstanding Notes in the event of a change in control of the Company, at the
holder's option, based on a declining redemption premium ranging from 112.5% to
103% of principal. Proceeds from the issuance of Notes were used to paydown
approximately $31,500,000 principal amount outstanding under the Revolving Loan
with the remainder retained for general corporate purposes. The Notes are
uncollateralized obligations and are subordinated in right of payment to certain
senior indebtedness of the Company. Approximately $668,000 of the proceeds from
the issuance of the Notes were allocated to the warrants.

On May 31, 1995, the Company refinanced and paid a $50,000,000 term and
revolving credit facility ("old credit facility") obtained in November 1993 with
a $100,000,000 revolving credit facility (the "Revolving Loan") with Banque
Paribas, as agent, AmSouth Bank of Alabama, Bank One of Texas, N.A., CoreStates
Bank, N.A., and NationsBank of Texas, N.A. Amounts available under the Revolving
Loan are subject to certain limitations, and the total amount available under
the Revolving Loan declines to $80,000,000 on the third anniversary date. The
Revolving Loan also provides for short term letters of credit of up to
$5,000,000. The Revolving Loan matures no later than March 31, 1999, and bears
interest at a lender defined incremental rate plus, at the Company's option, the
LIBOR or Prime rate. The incremental rate to be applied is based upon the
Company meeting certain operational performance targets, as defined, and ranges
from 2.5% to 3.0% with respect to the LIBOR rate option and from 1.0% to 1.5%
with respect to the Prime rate option. The interest rates on the Revolving Loan
and old credit facility were 8.85% and 9.12%, respectively, at December 31, 1995
and 1994. The Company currently has approximately $649,000 outstanding under
letters of credit. Proceeds from the refinancing were used to pay approximately
$48,000,000 principal amount outstanding under the Company's old credit facility
and approximately $9,533,000 principal amount of debt held by Wilmington Savings
Fund Society ("WSFS"). The interest rate on the WSFS Loan was 11.5% and 10.5% at
May 31, 1995 (the date of payment) and December 31, 1994, respectively. With the
exception of certain assets collateralizing debt assumed in the Company's 1994
acquisition of PHC, the Revolving Loan is collateralized by substantially all of
the Company's assets. The terms of the Revolving Loan eliminated the requirement
under the Company's previous bank credit facility to maintain a

F-49
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. LONG-TERM DEBT (CONTINUED)
cash collateral account with the lender in the amount of $5,000,000. The
Company's future acquisitions and divestitures may require, in certain
circumstances, consent by lenders under this agreement.

In connection with the Company's refinancing and payment of its old credit
facility, the Company wrote off unamortized deferred financing costs of
$1,118,000, which had no tax effect. This amount has been recorded as an
extraordinary loss in the accompanying consolidated statement of operations. The
Company also prepaid the WSFS Loan with no material financial impact.

On December 30, 1994, pursuant to commitments obtained from the original
purchasers of the 11% Senior Subordinated Notes issued on December 31, 1993, the
Company issued an additional $19,133,000 of Notes with detachable warrants for
the purchase of 573,990 shares of common stock. No value was allocated to the
warrants at the time of issuance because the interest rate on the Notes was
considered a market rate and the exercise price was greater than the estimated
fair value of the common stock. The Notes bear interest at an effective annual
rate of 11%. All other terms of the Notes are substantially the same as those
discussed above.

In connection with the Company's acquisition of PHC, the Company issued
approximately $7,123,000 principal amount of Notes, and assumed approximately
$12,970,000 of mortgage financing on the PHC facilities, $257,000 in capitalized
leases, $159,000 in notes payable and a working capital credit facility with a
balance of approximately $1,494,000, which was repaid from available cash of the
Company and PHC. The Notes bear interest at an effective annual rate of 11%. All
other terms of the Notes are substantially the same as those discussed above.

The mortgage notes are payable to Health Care REIT, Inc. and bear interest
at an annual rate that increases yearly from 13.44% at December 31, 1995, to
15.4% at November 1, 2001. Thereafter, the mortgage bears interest at an annual
rate equal to the seven year US Treasuries rate plus 500 basis points.
Approximately $10,125,000 principal balance of the mortgage matures on December
1, 2008, with principal payments on that portion commencing in December 1995,
based on 25 year amortization. The remaining balance of the mortgage requires
quarterly principal payments of $200,000 through 1997. The Company sold the
Sherman, Texas facility for approximately $1,300,000 on March 22, 1995. In
connection with the sale, the Company made a required principal payment of
$850,000 on the mortgage collateralized by this facility and obtained a release
of collateral from the lender. The remaining principal balance is now
collateralized by the Company's hospital in Alexandria, Louisiana.

Other notes payable bear interest at rates ranging from 5.1% to 11.8% and
are generally collateralized by the underlying assets to which they relate.

On November 5, 1993, the Company refinanced its subsidiary term and
revolving credit loans obtained in August 1991, with a $50,000,000 credit
facility comprised of a $20,000,000 term loan and a $30,000,000 revolving credit
facility (collectively, the "old credit facility," as referred to above). In
connection with the refinancing, a prepayment premium and unamortized deferred
financing costs of $1,230,000, net of an income tax benefit of $634,000, were
written off and recorded as an extraordinary loss.

The Company capitalized approximately $1,462,000 and $294,000 in interest
costs associated with the construction of a hospital and other medical related
facilities at December 31, 1995 and 1994, respectively. The Company had no
capitalized interest for the year ended December 31, 1993.

The Revolving Loan, Notes and Mortgages referenced above contain restrictive
covenants which include, among others, restrictions on additional indebtedness,
the payment of dividends and other

F-50
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. LONG-TERM DEBT (CONTINUED)
distributions, the repurchase of common stock and related securities under
certain circumstances, and the requirement to maintain certain financial ratios.
The Company was in compliance with or has obtained permanent waivers for all
loan covenants to which it was subject as of December 31, 1994 and 1995.

Maturities of debt as of December 31, 1995, were as follows (dollars in
thousands):

<TABLE>
<S> <C>
1996............................................................. $ 1,166
1997............................................................. 2,514
1998............................................................. 885
1999............................................................. 47,785
2000............................................................. 79
Thereafter....................................................... 108,407
---------
$ 160,836
---------
---------
</TABLE>

NOTE 7. REDEEMABLE PREFERRED STOCK
Redeemable preferred stock consisted of the following at December 31, 1994
and 1995 (See Note 8 "Stockholders' Equity" for a discussion of the effect of
the Recapitalization on the outstanding series of preferred stock):

<TABLE>
<CAPTION>
1994 1995
--------- ---------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Series D - Cumulative convertible redeemable preferred stock, $.01 par, 2,200,000 shares
authorized; 2,105,258 and 2,156,903 shares issued and outstanding at December 31, 1994 and
1995, respectively ($39,787 and $38,824 liquidation value in 1994 and 1995,
respectively)............................................................................. $ 38,754 $ 37,982
Series C - Cumulative convertible redeemable preferred stock, $.01 par, 500,000 shares
authorized; 448,811 shares issued and outstanding at December 31, 1994 and 1995 ($8,778
and $8,079 liquidation value in 1994 and 1995, respectively).............................. 8,740 8,047
Series BB - Cumulative convertible redeemable preferred stock, $.01 par; 1,577,547 shares
issued and outstanding at December 31, 1994............................................... 21,551 --
Series A-1 - Cumulative convertible redeemable preferred stock, $.01 par; 2,769,109 shares
issued and outstanding at December 31, 1994............................................... 3,206 --
Series A - Cumulative convertible redeemable preferred stock, $.01 par; 3,500,000 shares
issued and outstanding at December 31, 1994............................................... 4,043 --
--------- ---------
$ 76,294 $ 46,029
--------- ---------
--------- ---------
</TABLE>

SERIES D

The Series D cumulative convertible redeemable preferred stock ("Series D")
is convertible, at the holder's option, into the common stock at a price of
$9.00 per share until redemption date. The conversion price is subject to
adjustment upon the sale or issuance of additional common stock, including stock
rights, options and convertible securities, for consideration less than the
conversion price in effect immediately prior to the sale or issuance in
question. Redemption of Series D shares will occur only on the redemption date
of June 1, 2000, at the redemption price of $18.00 per share. If all outstanding
shares of Series D and Series C can not be redeemed at the same time, then
redemption of such shares will be prorated with preference given to Series D, as
defined. Series D shares are entitled to liquidation payments of $18.00 per
share. If the Company is unable to pay fully the Series D and Series C
stockholders, then liquidation of such shares will be prorated with preference
given to

F-51
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. REDEEMABLE PREFERRED STOCK (CONTINUED)
Series D, as defined. Series D will participate in any dividends declared on
common stock on an as converted basis. At December 31, 1995, the Series D shares
were convertible into 4,313,806 shares of common stock.

The Company issued 51,645 shares of Series D preferred stock to PHC
shareholders in 1995 pursuant to the exercise of options and the issuance of
contingent consideration due under the terms of the PHC purchase agreement. On
October 21, 1994, the Company issued 212,661 shares of Series D preferred stock
to PHC shareholders in connection with its acquisition of PHC. On December 30,
1994, the Company issued 623,453 shares of Series D preferred stock pursuant to
existing commitments for the original purchasers of Series D. Cash proceeds from
the December 30, 1994, issuance were $11,222,000.

SERIES C

The Series C cumulative convertible redeemable preferred stock ("Series C")
is convertible, at the holder's option, into common stock at a price of $9.00
per share until the redemption date. The conversion price is adjustable upon the
same terms and conditions as Series D preferred stock. Redemption of Series C
shares will occur only on the redemption date of June 1, 2000, at the redemption
price of $18.00 per share. Series C will participate in any dividends declared
on common stock on an as converted basis. If all outstanding shares of Series D
and Series C can not be redeemed at the same time, then redemption of such
shares will be prorated with preference given to Series D, as defined. Series C
shares are entitled to liquidation payments of $18.00 per share. If the Company
is unable to pay fully the Series D and Series C stockholders, then liquidation
of such shares will be prorated with preference given to Series D, as defined.
At December 31, 1995, Series C shares were convertible into 897,622 shares of
common stock.

The Company has the right to convert all or any shares of Series D and C
into common stock upon the anticipated completion of a public offering of common
stock for net proceeds of not less than $25,000,000 at a per share offering
price of not less than $10.00 per share.

VOTING RIGHTS FOR SERIES C AND D PREFERRED STOCK. Series C and D preferred
stock have voting rights on all matters according to the number of common shares
into which each Series is convertible at the time of any shareholders' vote. The
issuance of a new class of stock or the increase of shares within an existing
class of stock that either ranks on parity with or is superior to a given series
of preferred stock as to dividends, redemption and liquidation requires the
following approvals by the then outstanding class or classes: (1) 75% of Series
C voting together as a class, and (2) 75% of Series D voting as a class. No
amendment of voting powers, designations, preferences or rights and no
amendments of Articles or Bylaws that materially adversely affect the rights of
Series C and D preferred stock shall occur without the following approvals by
the then outstanding class or classes: (1) 90% of Series C voting together as a
class and (2) 90% of the Series D voting as a class. Upon the occurrence of an
event of default, the preferred stock shareholders will have the right to
enlarge the Board of Directors and elect a controlling number of directors.

Pursuant to the Recapitalization, all outstanding shares Series A, A-1, and
BB preferred stock, under their existing terms, were converted into common stock
at December 31, 1995, along with all accrued dividends as of December 31, 1995.
In total, including additional consideration for the actions taken pursuant to
the Recapitalization, the holders of Series A, A-1, and BB preferred stock
received 5,889,523 shares of common stock. See Note 8 "Stockholders' Equity" for
a discussion of the terms of the Recapitalization.

F-52
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. REDEEMABLE PREFERRED STOCK (CONTINUED)
SERIES BB

The Series BB cumulative convertible redeemable preferred stock ("Series
BB") was convertible, at the holder's option, into common stock at a price of
$5.90 per share until redemption date and were mandatorily redeemable on June
30, 2000, at $11.80 per share plus any accrued and unpaid dividends. Dividends
had accrued at a rate of 8% of the stated value of $11.80 per share and were
payable in cash under certain events, including, among others, a change in
control or a successful secondary public offering of the Company's common stock.

SERIES A-1

Series A-1 cumulative convertible redeemable preferred stock ("Series A-1")
was convertible, at the holder's option, into common stock at a conversion rate
of 1 share of common stock for each four shares of Series A-1 preferred stock.
Series A-1 shares were mandatorily redeemable, at the holder's option, at $1.00
per share within 90 days of receipt of written notice of a change of control or
a default event (as defined). Dividends on Series A-1 accrued at a rate of $.08
per share per annum. Dividends were payable in common stock and/or cash in the
event of a change of control, as define, subject to the Company's existing
agreement with senior secured lenders and the approval of two-thirds of all
outstanding Series BB, C and D preferred stock. The Series A-1 preferred
stockholders were entitled to liquidation payments of $1.00 per share plus all
accrued but unpaid dividends, or ratable payments among all Series A and A-1
preferred stockholders if such amounts were not available for payment by the
Company. Liquidation payments were subject to the prior liquidation rights of
the Series BB through D preferred stockholders.

SERIES A

Series A cumulative convertible redeemable preferred stock ("Series A") was
convertible, at the holder's option, into common stock at a conversion rate of 1
share of common stock for each 3.685 shares of Series A Preferred Stock. All
other rights and preferences that apply to Series A-1 preferred stock apply to
Series A preferred stock.

F-53
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. REDEEMABLE PREFERRED STOCK

The changes in redeemable preferred stock for the years ended December 31,
1993, 1994 and 1995 were as follows (dollars in thousands, except share data):
<TABLE>
<CAPTION>
SERIES D SERIES C SERIES BB
------------------ ------------------ --------------------
SHARES AMOUNTS SHARES AMOUNTS SHARES AMOUNTS
--------- ------- --------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993.......................... 1,287,597 $ 15,272
Exercise of stock warrants........................ 289,950 3,422
Issuance of preferred stock -- Series C
(net of $46 in issue costs)...................... 448,811 $ 8,033
Issuance of preferred stock -- Series D
(net of $837 in issue costs)..................... 1,269,144 $22,008
Preferred dividends accrued, including accretion
of issuance costs................................ 56 1,301
--------- ------- --------- ------- ---------- --------
BALANCE, DECEMBER 31, 1993........................ 1,269,144 22,008 448,811 8,089 1,577,547 19,995
Issuance of preferred stock -- Series D
(net of $327 in issue costs)..................... 836,114 14,723
Preferred dividends accrued, including accretion
of issuance costs................................ 2,023 651 1,556
--------- ------- --------- ------- ---------- --------
BALANCE, DECEMBER 31, 1994........................ 2,105,258 38,754 448,811 8,740 1,577,547 21,551
Issuance of preferred stock -- Series D........... 51,645 930
Preferred dividends accrued, including accretion
of issuance costs................................ 3,222 653 1,559
Dividends declared pursuant to the
Recapitalization................................. 3,610 751 739
Recapitalization.................................. (8,534) (2,097) (1,577,547) (23,849)
--------- ------- --------- ------- ---------- --------
BALANCE, DECEMBER 31, 1995........................ 2,156,903 $37,982 448,811 $ 8,047 -- $ --
--------- ------- --------- ------- ---------- --------
--------- ------- --------- ------- ---------- --------

<CAPTION>
SERIES A-1 SERIES A
------------------- -------------------
SHARES AMOUNTS SHARES AMOUNTS
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993.......................... 2,769,109 $2,876 3,500,000 $3,598
Exercise of stock warrants........................
Issuance of preferred stock -- Series C
(net of $46 in issue costs)......................
Issuance of preferred stock -- Series D
(net of $837 in issue costs).....................
Preferred dividends accrued, including accretion
of issuance costs................................ 128 167
---------- ------- ---------- -------
BALANCE, DECEMBER 31, 1993........................ 2,769,109 3,004 3,500,000 3,765
Issuance of preferred stock -- Series D
(net of $327 in issue costs).....................
Preferred dividends accrued, including accretion
of issuance costs................................ 202 278
---------- ------- ---------- -------
BALANCE, DECEMBER 31, 1994........................ 2,769,109 3,206 3,500,000 4,043
Issuance of preferred stock -- Series D...........
Preferred dividends accrued, including accretion
of issuance costs................................ 234 314
Dividends declared pursuant to the
Recapitalization................................. 110 139
Recapitalization.................................. (2,769,109) (3,550 ) (3,500,000) (4,496 )
---------- ------- ---------- -------
BALANCE, DECEMBER 31, 1995........................ -- $ -- -- $ --
---------- ------- ---------- -------
---------- ------- ---------- -------
</TABLE>

F-54
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. STOCKHOLDERS' EQUITY

RECAPITALIZATION

Effective December 31, 1995, the Company, pursuant to the 1995
Recapitalization Agreement, entered into several transactions to reduce the
complexity of the Company's capital structure and eliminate the accrual of
future dividends on its outstanding preferred stock and the resulting impact on
earnings per share. As a part of these transactions (i) all outstanding shares
of Series A, A-1, and BB preferred stock, pursuant to their terms, converted
into 4,797,161 shares of common stock, (ii) all accrued dividends at December
31, 1995, totaling approximately $12,614,000 on all classes of the Company's
outstanding preferred stock were paid by issuing 1,801,900 shares of common
stock at an agreed upon price of $7.00 per share, and (iii) the holders of
Series C and D preferred stock agreed to waive the future accrual of
preferential dividends. As a further part of these transactions, the Company
issued an additional 1,006,783 shares of common stock to all holders of its then
outstanding preferred stock as consideration for actions taken and agreed to
reduce the exercise prices of one series of warrants totaling 680,104 from $5.90
to $5.25 per share and two series of warrants totaling 2,447,670 from $9.00 to
$7.00 per share until May 13, 1996, after which the exercise prices revert to
their prior amounts. Warrant holders have the right to tender subordinated debt
in lieu of cash, where applicable. Shareholders approved the Recapitalization
and an Amended Certificate of Incorporation at a special shareholders meeting
held on February 12, 1996. As a result of the Recapitalization, common shares
outstanding at December 31, 1995, increased from 4,262,386 to 11,868,230, and
preferred shares outstanding decreased from 10,452,370 to 2,605,714. Other than
for fractional shares, no cash consideration was paid under the terms of the
Recapitalization. On a pro forma basis, assuming the Recapitalization had
occurred on January 1, 1995, primary and fully diluted earnings per share would
have been $0.27 and $0.19, respectively, for the year ended December 31, 1995.

Under the terms of the Company's amended Certificate of Incorporation, the
Company is authorized to issue 25,000,000 shares of common stock, and 2,700,000
shares of preferred stock, divided into two series as follow: (i) 500,000 shares
of Series C, and (ii) 2,200,000 shares of Series D.

COMMON STOCK

In connection with the Company's merger with AmeriHealth, Inc. ("AHH") on
December 6, 1994, the Company issued 1 share of $0.01 par value common stock in
exchange for each share of Company common stock outstanding prior to the
consummation of the merger. The stockholders' equity accounts were retroactively
restated to reflect the issuance of $0.01 par value common stock (See Note 3.
"Acquisitions and Other Investments"). Additionally, the Company paid a cash
distribution of $0.085 per share to all AHH common stockholders.

Currently, payment of any cash dividends or other distributions or
repurchases of any capital stock of the Company are prohibited.

STOCK OPTION PLANS

The Company has six nonstatutory stock option plans in which certain
officers and/or directors are eligible to participate: Employee Stock Option
Plan, dated December 31, 1991 ("Plan No. 1"), Employee Stock Option Plan No. 2,
dated May 27, 1992 ("Plan No. 2"), Employee Stock Option Plan No. 3, dated
September 1992 ("Plan No. 3"), Senior Executive Stock Option Plan No. 4, dated
January 5, 1994 ("Plan No. 4"), Selected Executive Stock Option Plan No. 5,
dated May 25, 1995, and Directors' Stock Option Plan, dated 1992 (the
"Directors' Plan") (collectively, the "Plans"). Additionally, the Company has
options issued and outstanding to certain executive officers and key employees
under other authorized plans from which additional options are not actively
being issued.

F-55
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. STOCKHOLDERS' EQUITY (CONTINUED)
At the Company's annual stockholders meeting on May 25, 1995, the
stockholders approved the adoption of the Selected Executive Stock Option Plan
No. 5, which authorized 144,500 shares of common stock for issuance under the
Plan.

As a result of the Company's merger with AmeriHealth, Inc. on December 6,
1994, all AmeriHealth options then outstanding became fully vested. At December
31, 1994, 244,017 options granted to certain former AmeriHealth directors,
officers and key employees were outstanding and fully vested.

The Plans are presently administered by the Option and Compensation
Committee (the "Committee") of the Board of Directors. Officers, other key
employees and, under limited circumstances, members of the Board of Directors
are eligible to participate in Plan No. 1. Officers and executive personnel of
the Company are eligible to participate in Plans No. 2 through 5. The Directors'
Plan is available to members of the Board of Directors who are not members of
management or elected as representatives of the Company's preferred stockholders
pursuant to a voting agreement.

With the exception of Plan 1, options granted under the Plans can not be
less than 80% of the fair market value of common stock on the date of the grant.
Under Plan 1, the per share price can not be less than 100% of the fair market
value of the common stock on the date of grant. The Plans provide that no stock
option shall be exercisable later than 10 years and 1 day from the date of
grant.

The following table summarizes the activity under these stock option plans
and any special grants authorized by the Board of Directors:

<TABLE>
<CAPTION>
NUMBER OF OPTION PRICE
SHARES PER SHARE
----------- ------------------
<S> <C> <C>
STOCK OPTIONS OUTSTANDING AT JANUARY 1, 1993.......................... 690,000 $1.00 to $6.25
Granted............................................................... 15,000 $5.90 to $9.00
-----------
STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1993........................ 705,000 $1.00 to $9.00
Granted............................................................... 367,566 $9.00
Grants to former AmeriHealth employees................................ 244,017 $1.07 to $35.65
-----------
STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1994........................ 1,316,583 $1.00 to $35.65
Granted............................................................... 159,000 $9.00
Exercised............................................................. (18,411) $5.35
Expired............................................................... (4,943) $3.92 to $35.65
-----------
STOCK OPTIONS OUTSTANDING AT DECEMBER 31, 1995........................ 1,452,229 $1.00 to $25.67
-----------
</TABLE>

At December 31, 1995, options for the purchase of 1,044,852 common shares
were exercisable.

SHARES RESERVED. Shares covered by stock options that expire or otherwise
terminate unexercised become available for awards under the respective Plans. At
December 31, 1995, the Company had reserved 1,811,147 shares of common stock for
awards under its various stock option plans, of which 358,918 were available for
new grants.

WARRANTS

As of December 31, 1995, the Company had issued and outstanding a total of
2,858,541 warrants to purchase 3,244,412 shares of common stock at exercise
prices ranging from $0.01 per share to $9.00 per share. Such warrants expire
December 31, 1997, through December 31, 2003. Pursuant to the Recapitalization
approved by the shareholders on February 12, 1996, the exercise prices on
certain of the warrants were reduced until May 13, 1996, after which the
exercise prices revert to their prior amounts (see Recapitalization above).

F-56
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. INCOME TAXES
The provision for income taxes consisted of the following for the years
ended December 31, 1993, 1994 and 1995:

<TABLE>
<CAPTION>
1993 1994 1995
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal................................................................. $ 1,310 $ (1,600) $ 100
State................................................................... 236 200 50
--------- --------- ---------
Total current provision (benefit)..................................... 1,546 (1,400) 150
--------- --------- ---------
Deferred:
Federal................................................................. (537) 1,600 --
State................................................................... -- -- --
--------- --------- ---------
Total deferred expense (benefit)...................................... (537) 1,600 --
--------- --------- ---------
Provision for income taxes................................................ $ 1,009 $ 200 $ 150
--------- --------- ---------
--------- --------- ---------
</TABLE>

The reconciliation of the statutory federal income tax rate to the provision
for income taxes was as follows:

<TABLE>
<CAPTION>
1993 1994 1995
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Federal income tax provision (benefit) at statutory rate of 34%........... $ (4,004) $ 831 $ 838
State income taxes, net of federal benefit................................ 156 132 33
Changes in valuation allowance............................................ 4,359 (849) (580)
Extraordinary item........................................................ (634) -- --
Net operating loss for which no benefit is recognizable................... 525 -- --
Other..................................................................... (27) 86 (141)
--------- --------- ---------
Provision for income taxes................................................ 375 200 150
Amount allocated to extraordinary item.................................... 634 -- --
--------- --------- ---------
Total provision for income taxes.......................................... $ 1,009 $ 200 $ 150
--------- --------- ---------
--------- --------- ---------
</TABLE>

The components of the deferred tax assets and (liabilities) at December 31,
1994 and 1995 were as follows:

<TABLE>
<CAPTION>
1994 1995
---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Net operating loss carryforward................................................ $ 5,894 $ 7,062
Depreciable equipment.......................................................... (12,532) (11,680)
Amounts expensed for book purposes not
currently deductible for tax.................................................. 4,237 2,779
Investments in partnerships.................................................... (800) (140)
Tax credits.................................................................... 441 388
Less valuation allowance....................................................... (2,046) (3,281)
---------- ----------
Net deferred tax liability................................................... (4,806) (4,872)
Less current portion......................................................... (1,671) (2,521)
---------- ----------
Noncurrent portion........................................................... $ (6,477) $ (7,393)
---------- ----------
---------- ----------
</TABLE>

F-57
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. INCOME TAXES (CONTINUED)
The current deferred tax asset was included in prepaid expenses and other
current assets in 1995 and 1994. The noncurrent deferred tax liability in 1994
and 1995 was included in other long-term liabilities.

At December 31, 1995, the Company had net operating losses and tax credit
carryforwards for income tax purposes of approximately $18,587,000 and $388,000,
respectively, which will expire in years 1999 through 2009. The tax credit
carryforwards consist of several business credits and alternative minimum tax
("AMT") credits of approximately $68,000 and $320,000, respectively.

For federal income tax purposes, due to certain changes in ownership of
AmeriHealth, Inc., its net operating loss carryforward of $7,727,000 (included
in the Company's net operating loss carryforward) may be limited to
approximately $1,900,000 per year under the Internal Revenue Service Code. If
the available amount is not used to reduce taxes in any year, the unused amount
increases the allowable limit in subsequent years. These loss carryforwards
expire in years 1999 through 2008. AmeriHealth, Inc. also has General Business
Credit and AMT Credit carryforwards of approximately $68,000 and $100,000,
respectively, which may also be limited because of the change in ownership.

NOTE 10. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1993 1994 1995
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Income taxes paid....................................................... $ 478 $ 878 $ 95
Interest paid........................................................... 2,762 5,582 12,528
</TABLE>

NOTE 11. DEFINED CONTRIBUTION PLAN
The Company sponsors a defined contribution 401(k) plan for qualified
employees of the Company. For those employees of the Company electing to
participate, the Company matches certain employee contributions and may make
additional discretionary contributions.

Total expense for employer contributions to the plan for 1993, 1994 and 1995
was $84,000, $258,000 and $319,000, respectively.

NOTE 12. RELATED PARTY TRANSACTIONS
Management Prescriptives, Inc. ("MPI"), a company owned by a Director of the
Company, has provided specialized consulting services to certain of the
Company's hospitals. MPI received approximately $283,000 and $421,000 in fees
from the Company for the years ended December 31, 1994 and 1995, respectively.

NOTE 13. COMMITMENTS AND CONTINGENCIES
The Company has entered into various operating lease agreements related to
buildings and equipment. Future annual minimum lease payments under
noncancelable operating leases with initial or remaining terms of one year or
more were as follows at December 31, 1995 (dollars in thousands):

<TABLE>
<S> <C>
1996.............................................................. $ 2,649
1997.............................................................. 2,266
1998.............................................................. 1,842
1999.............................................................. 1,544
2000.............................................................. 1,230
Thereafter........................................................ 2,379
---------
$ 11,910
---------
---------
</TABLE>

F-58
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Rent expense for 1993, 1994 and 1995 was approximately $2,348,000,
$2,648,000 and $3,530,000, respectively.

LITIGATION. The Company is from time to time subject to claims and suits
arising in the ordinary course of operations. In the opinion of management, the
ultimate resolution of such pending legal proceedings will not have a material
effect on the Company's financial position, results of operations or liquidity.

PROFESSIONAL LIABILITY. The Company is self-insured up to $1,000,000 per
occurrence for the payment of claims arising from professional liability risks.
The Company has accrued liabilities for potential professional liability risks
based on estimates for losses limited to $1,000,000 per occurrence and
$4,000,000 in the aggregate. The Company is further insured by a commercial
insurer for claims in excess of these limits up to an additional $10,000,000
over its self-insured retention. At December 31, 1994 and 1995, the Company had
accrued approximately $2,681,000 and $3,171,000, respectively, related to such
claims. In the opinion of management, any unaccrued damages awarded will not
have a material adverse effect on the Company's financial position, results of
operations or liquidity.

NOTE 14. QUARTERLY RESULTS (UNAUDITED)

The following tables summarize the Company's quarterly financial data for
the years ended December 31, 1994 and 1995 (dollars in thousands, except per
share data).

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1994 QUARTER QUARTER QUARTER QUARTER
- ------------------------------------------------------------------ --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Net revenue....................................................... $ 24,563 $ 23,403 $ 23,331 $ 32,896
Net income (loss)................................................. 1,473 757 1,028 (1,015)
Primary income (loss) per common share (3)........................ .21 (0.31) (0.12) (1.03)
Fully diluted income per common share (3)......................... .15 -- (1) -- (1) -- (1)
</TABLE>

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1995(1) QUARTER QUARTER(2) QUARTER QUARTER
- ------------------------------------------------------------------ --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Net revenue....................................................... $ 28,727 $ 43,319 $ 45,789 $ 49,685
Income before extraordinary item.................................. 177 829 791 1,635
Net income (loss)................................................. 177 (289) 791 1,635
Primary loss per common share: (3)
Loss before extraordinary item per common share................. (0.31) (0.16) (0.17) (1.22)
Loss per common share........................................... (0.31) (0.42) (0.17) (1.22)
</TABLE>

- ------------------------
(1) Fully diluted earnings per share for the period has not been presented due
to the antidilutive effect of such calculation.

(2) The net loss for the second quarter of 1995 included an extraordinary loss
of approximately $1,118,000 from the early extinguishment of debt.
Additionally, results for the quarter and six months ended June 30, 1995,
and the nine months ended September 30, 1995, have been restated from
amounts previously reported in Form 10Q and 10Q/A to eliminate the tax
benefit associated with the extraordinary loss due to a revision in the
Company's estimate of the impact of net operating loss carryforwards.

(3) Earnings per share is computed independently for each quarter presented;
therefore, the sum of the per share amounts does not equal the annual per
share amount due to quarterly fluctuations in weighted average common and
common equivalent shares outstanding.

F-59
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15. CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS

CREDIT RISK

The Company's revenues consist primarily of amounts due from the Medicare
and Medicaid programs in addition to amounts due from insurance carriers and
individuals. The Company determines the adequacy of a patient's third-party
payor coverage upon admission. However, it generally does not require any
collateral prior to performing services. The Company maintains reserves for
contractual allowances and potential credit losses based on past experience and
management's current expectations. Medicare and Medicaid gross revenue accounted
for approximately 39% and 12% in 1993, 39% and 18% in 1994, and 42% and 19% in
1995, respectively, of the Company's total gross revenue.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents approximates fair value
due to the short term maturities of these instruments. The carrying amounts of
the Company's fixed rate long-term borrowings at December 31, 1994 and 1995,
approximate their fair value.

The carrying value of the Company's revolving credit agreement approximates
fair value because the interest rate on such agreement is variable and based on
current market rates.

NOTE 16. SUBSEQUENT EVENTS
On January 31, 1996, the Company entered into a letter of intent to sell the
149 bed Lakeland Regional Hospital in Springfield, MO, to Columbia in exchange
for the 100 bed Poplar Springs Hospital in Petersburg, VA. Both facilities are
psychiatric hospitals. The Company anticipates receiving additional cash
consideration as a result of the sale, net of certain working capital components
and the respective facilities' long term debt. This transaction is subject to
numerous contingencies, including adequate due diligence and various regulatory
approvals; accordingly, the Company is presently unable to conclude whether
consummation of this transaction is more likely than not to occur.

F-60
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Governing Board of
Dakota Heartland Health System:

We have audited the accompanying balance sheet of Dakota Heartland Health
System (the Partnership) as of December 31, 1994 and 1995, and the related
statements of income, partners' equity and cash flows for the year ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dakota Heartland Health
System as of December 31, 1994 and 1995, and the results of its operations,
partners' equity and cash flows for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Minneapolis, Minnesota
February 16, 1996

F-61
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
BALANCE SHEET
DECEMBER 31, 1994 AND 1995
ASSETS

<TABLE>
<CAPTION>
1994 1995
-------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents...................................................... $ 397,300 $ 19,062,865
Patient receivables, net of allowance for uncollectible accounts of $3,439,911
and $3,396,655 in 1994 and 1995, respectively................................. 21,530,288 17,339,282
Due from partners.............................................................. 4,000,000
Supplies inventory............................................................. 1,724,706 1,602,786
Prepaid expenses and other current assets...................................... 568,052 1,003,019
-------------- --------------
Total current assets......................................................... 28,220,346 39,007,952
Property and equipment, at cost.................................................. 42,333,642 52,940,547
Other assets:
Investment in and advances to affiliates....................................... 1,964,073 1,835,223
Organizational costs, less accumulated amortization of $45,291................. -- 1,057,215
Other.......................................................................... -- 20,943
-------------- --------------
Total assets................................................................. $ 72,518,061 $ 94,861,880
-------------- --------------
-------------- --------------

LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 3,788,183 $ 12,380,016
Estimated third-party payor settlements........................................ 3,426,079 2,008,176
Accrued salaries, wages and employee benefits.................................. 4,754,690 3,548,505
Other current liabilities...................................................... 242,563 2,043,794
-------------- --------------
Total current liabilities.................................................... 12,211,515 19,980,491
Other liabilities................................................................ 91,404 --
Minority interest................................................................ 38,478 56,877
Partners' equity................................................................. 60,176,664 74,824,512
-------------- --------------
Total liabilities and partners' equity....................................... $ 72,518,061 $ 94,861,880
-------------- --------------
-------------- --------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-62
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
Net patient service revenue.................................................. $ 99,098,598
Other revenue................................................................ 6,912,796
-------------
Net revenue................................................................ 106,011,394
-------------
Expenses:
Salaries and benefits...................................................... 38,796,941
Professional fees.......................................................... 20,446,296
Supplies................................................................... 16,299,957
Depreciation and amortization.............................................. 2,405,978
Repairs and maintenance.................................................... 1,079,489
Utilities.................................................................. 1,224,450
Insurance.................................................................. 789,648
Rents and leases........................................................... 2,003,288
Provision for uncollectible accounts....................................... 3,797,944
Property taxes............................................................. 910,264
Other...................................................................... 2,109,291
-------------
Total expenses........................................................... 89,863,546
-------------
Net income................................................................... $ 16,147,848
-------------
-------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-63
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

<TABLE>
<CAPTION>
CHAMPION DAKOTA TOTAL EQUITY
-------------- --------------- ---------------
<S> <C> <C> <C>
Net assets contributed......................................... $ 16,511,768 $ 39,664,896 $ 56,176,664
Cash contribution.............................................. 20,000,000 20,000,000
Working capital contributions due from partners................ 2,000,000 2,000,000 4,000,000
Equalization of capital accounts............................... 1,576,564 (1,576,564) --
-------------- --------------- ---------------
Initial capital................................................ 40,088,332 40,088,332 80,176,664
Special distribution........................................... -- (20,000,000) (20,000,000)
-------------- --------------- ---------------
Partners' equity, December 31, 1994............................ 40,088,332 20,088,332 60,176,664
Net income..................................................... 8,881,316 7,266,532 16,147,848
Partners' distributions........................................ (825,000) (675,000) (1,500,000)
-------------- --------------- ---------------
Partners' equity, December 31, 1995............................ $ 48,144,648 $ 26,679,864 $ 74,824,512
-------------- --------------- ---------------
-------------- --------------- ---------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-64
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C>
Cash flows from operating activities:
Net income.................................................................. $ 16,147,848
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................. 2,405,978
Gain on sale of property, plant and equipment............................. (1,388)
Provision for uncollectible accounts...................................... 3,797,944
Minority interest......................................................... 18,399
Changes in operating assets and liabilities:
Patient receivables, net................................................ 393,062
Supplies inventory...................................................... 121,920
Prepaid expenses and other current assets............................... (434,967)
Other assets............................................................ (20,943)
Accounts payable........................................................ 8,591,833
Estimated third-party payor settlements................................. (1,417,903)
Accrued expenses........................................................ (1,206,185)
Other liabilities....................................................... 1,709,827
------------
Net cash provided by operating activities................................. 30,105,425
------------
Cash flows from investing activities:
Purchase of property and equipment.......................................... (12,967,592)
Payment for organizational costs............................................ (1,102,506)
Contribution from partners.................................................. 4,000,000
Other....................................................................... 130,238
------------
Net cash used in investing activities..................................... (9,939,860)
------------
Cash flows from financing activities:
Partners' draws............................................................. (1,500,000)
------------
Net cash used in financing activities..................................... (1,500,000)
------------
Increase in cash and cash equivalents......................................... 18,665,565
Cash and cash equivalents, beginning of year.................................. 397,300
------------
Cash and cash equivalents, end of year........................................ $ 19,062,865
------------
------------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest...................................... $ 15,236
Cash paid for taxes......................................................... 447,207
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-65
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND ACCOUNTING POLICIES:
On December 21, 1994, Dakota Heartland Health System, a general partnership
(the Partnership), was formed by a wholly owned subsidiary of Champion
Healthcare Corporation (Champion) that owned Heartland Medical Center, a 140-bed
general acute care facility in Fargo, North Dakota, and Dakota Hospital
(Dakota), a not-for-profit corporation that owned Dakota Hospital, a 199-bed
general acute care hospital also in Fargo, North Dakota. Champion and Dakota
contributed certain assets and liabilities, excluding long-term debt except
capital leases, of their respective hospitals, and Champion contributed an
additional $20,000,000 in cash, each in exchange for 50% ownership in the
Partnership. The Partnership then made a $20,000,000 cash distribution to
Dakota. Also on December 21, 1994, Champion entered into an operating agreement
with the Partnership to manage the combined operations of the two hospitals.
Champion will receive 55% of the net income and distributable cash flow (DCF) of
the Partnership until such time as it has recovered, on a cumulative basis, an
additional $10,000,000 of DCF in the form of an "excess" distribution (see also
Note 4).

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of net income during the reporting period.
Actual results could differ from those estimates. The most significant areas
which require the use of management's estimates relate to the determination of
the estimated third-party payor settlements, the allowance for uncollectible
accounts receivable and obsolete inventory.

CASH AND CASH EQUIVALENTS:

The Partnership considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PATIENT RECEIVABLES:

Payments for services rendered to patients covered by third-party payor
programs are generally less than billed charges. Provisions for contractual
adjustments are made to reduce the charges to these patients to estimated
receipts based upon the third-party payor's principles of payment/ reimbursement
(either prospectively determined or retrospectively determined costs).

SUPPLIES INVENTORY:

Supplies inventory is stated at the lower of cost or market, with cost
determined substantially on the first-in, first-out basis.

PROPERTY AND EQUIPMENT:

Property and equipment acquisitions are recorded at cost at the date of
receipt. Depreciation is provided using the straight-line method over the
estimated useful lives of the respective assets, ranging from 4 to 25 years.
Maintenance and repairs are charged to expense as incurred while renewals and
betterments are capitalized. The costs and related accumulated depreciation on
asset disposals are removed from the accounts and any gain or loss is included
in income.

INCOME TAXES:

The Partnership's income is attributed to its partners for income tax
purposes. Accordingly, it has not accrued any liability for income taxes.
Entities owned by the Partnership have paid income taxes during 1995 totaling
$447,207.

F-66
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND ACCOUNTING POLICIES: (CONTINUED)
RECLASSIFICATIONS:

Certain reclassifications have been made in the 1994 financial statements to
conform to the 1995 presentation.

2. NET PATIENT SERVICE REVENUE:
The Company's facilities have entered into agreements with third-party
payors, including U.S. government programs and managed care health plans, under
which the Company is paid based upon established charges, cost of services
provided, predetermined rates by diagnosis, fixed per diem rates or discounts or
discounts from established charges.

Net patient service revenues are recorded at estimated amounts due from
patients and third-party payors for health care services provided, including
anticipated settlements under reimbursement agreements with third-party payors.
Payments for services rendered to patients covered by the Medicare and Medicaid
programs are generally less than billed charges. Provisions for contractual
adjustments are made to reduce charges to these patients to estimated receipts
based upon each program's principle of payment/reimbursement (either
prospectively determined or retrospectively determined costs). Final settlements
under these programs are subject to administrative review and audit. The Company
records adjustments, if any, resulting from such review or audits during the
period in which these adjustments become known. Allowance for contractual
adjustments under these programs are netted in accounts receivable in the
accompanying Balance Sheet. It is management's opinion that adequate allowance
has been provided for possible adjustments that might result from final
settlements under these programs.

3. PROPERTY AND EQUIPMENT:
A summary of property and equipment as of December 31, 1994 and 1995 is as
follows:

<TABLE>
<CAPTION>
1994 1995
-------------- --------------
<S> <C> <C>
Land and land improvements................................... $ 2,387,095 $ 2,360,412
Buildings and improvements................................... 20,087,268 21,624,868
Fixed equipment.............................................. 4,724,125 4,899,749
Major movable equipment...................................... 12,516,205 13,863,470
Minor movable equipment...................................... 1,101,633 1,003,318
Construction in progress..................................... 606,250 10,638,351
Property held for expansion.................................. 911,066 911,066
-------------- --------------
42,333,642 55,301,234
Less accumulated depreciation................................ -- 2,360,687
-------------- --------------
$ 42,333,642 $ 52,940,547
-------------- --------------
-------------- --------------
</TABLE>

F-67
<PAGE>
DAKOTA HEARTLAND HEALTH SYSTEM
NOTES TO FINANCIAL STATEMENTS

4. INVESTMENTS IN AND ADVANCES TO AFFILIATES:
The Partnership owns portions of several entities. The investments in these
entities are recorded on the equity method. The investments in and advances to
affiliated companies on the accompanying balance sheet consisted of the
following:

<TABLE>
<CAPTION>
INVESTMENTS AND ADVANCES
OWNERSHIP ----------------------------
CORPORATION PERCENTAGE 1994 1995
- ----------------------------------------------------------------------- --------------- ------------- -------------
<S> <C> <C> <C>
Orthopro, Inc.......................................................... 50% $ 203,155
Country Health, Inc.................................................... 49% 665,629 $ 805,632
Health Care Incinerators, Inc./Thom Linen.............................. 33% 193,235 210,701
Dakota Outpatient Center............................................... 50% 311,604 356,016
Dakota Day Surgery..................................................... 50% 590,450 462,874
------------- -------------
$ 1,964,073 $ 1,835,223
------------- -------------
------------- -------------
</TABLE>

During 1995, the Partnership sold its 50% interest in Orthopro, Inc.

The Partnership has a 50% interest in Dakota Outpatient Center (DOC), a
general partnership which owns and operates a medical and office building. As a
general partner, the Partnership is contingently liable on the outstanding debt
of DOC. As of December 31, 1995, the balance of the note was $2,416,564.

DOC also leases its real property to Dakota Hospital, Dakota Day Surgery
(DDS) and Dakota Clinic, Ltd. (an unrelated corporation), under noncancelable
10-year net operating leases. Future minimum annual lease payments to be paid by
the Hospital and DDS are $1,414,500 through 1998.

The Partnership also has a 50% interest in DDS, a general partnership which
provides outpatient surgical services. As a general partner, the Partnership is
contingently liable to cover any operating losses of DDS. DDS had operating
income in 1995.

5. CREDIT RISK
The Partnership's revenues consist primarily of amounts due from the
Medicare and Medicaid programs in addition to amounts due from insurance
carriers and individuals. The Partnership determines the adequacy of a patient's
third-party payor coverage upon admission. However, it generally does not
require any collateral prior to performing services. The Partnership maintains
reserves for contractual allowances and potential credit losses based on past
experience and management's current expectations. Medicare and Medicaid gross
revenue accounted for approximately 46% and 9% of the Partnership's total gross
revenue.

F-68
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Jordan Valley Hospital:

We have audited the accompanying balance sheet of Jordan Valley Hospital
(the "Hospital"), (formerly known as Holy Cross Jordan Valley Hospital), as of
September 30, 1995 and the related statements of income and change in owner's
equity and cash flows for the period from January 1, 1995 through September 30,
1995. These financial statements are the responsibility of the Hospital's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jordan Valley Hospital as of
September 30, 1995 and the results of its operations and its cash flows for the
period from January 1, 1995 through September 30, 1995 in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Houston, Texas
December 28, 1995

F-69
<PAGE>
JORDAN VALLEY HOSPITAL
BALANCE SHEET
SEPTEMBER 30, 1995
(IN THOUSANDS)

ASSETS

<TABLE>
<S> <C>
Current assets:
Cash............................................................................ $ 260
Accounts receivable, less allowance for doubtful accounts of $1,615............. 4,287
Supplies inventories............................................................ 650
Prepaid expenses and other assets............................................... 223
Deferred income taxes........................................................... 597
---------
Total current assets.......................................................... 6,017
Property and equipment, net....................................................... 14,197
Note receivable................................................................... 207
---------
Total assets.................................................................. $ 20,421
---------
---------

LIABILITIES AND OWNER'S EQUITY

Current liabilities:
Accounts payable................................................................ $ 692
Accrued and other liabilities................................................... 996
Accrued income taxes............................................................ 538
Due to third-party payors....................................................... 295
Due to owner.................................................................... 656
---------
Total current liabilities..................................................... 3,177
Deferred income taxes............................................................. 899
Commitments and contingencies
Owner's equity.................................................................... 16,345
---------
Total liabilities and owner's equity.......................................... $ 20,421
---------
---------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-70
<PAGE>
JORDAN VALLEY HOSPITAL
STATEMENT OF INCOME AND CHANGE IN OWNER'S EQUITY
FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH SEPTEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<S> <C>
Net patient service revenue....................................................... $ 15,516
Other revenue..................................................................... 345
---------
Net revenue................................................................... 15,861
Operating expenses:
Salaries, wages and benefits.................................................... 5,988
Supplies........................................................................ 2,087
Other operating expenses........................................................ 3,546
Provision for bad debts......................................................... 1,762
Depreciation.................................................................... 1,065
---------
Total expenses................................................................ 14,448
---------
Income before income taxes........................................................ 1,413
Provision for income taxes........................................................ 523
---------
Net income........................................................................ 890
Owner's equity at January 1, 1995................................................. 15,455
---------
Owner's equity at September 30, 1995.......................................... $ 16,345
---------
---------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-71
<PAGE>
JORDAN VALLEY HOSPITAL
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH SEPTEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net income......................................................................... $ 890
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation..................................................................... 1,065
Provision for bad debts.......................................................... 1,762
Deferred income taxes............................................................ 127
Changes in operating assets and liabilities:
Accounts receivable............................................................ (1,460)
Supplies inventories........................................................... (31)
Prepaid expenses and other assets.............................................. 59
Accounts payable, accrued and other liabilities................................ 364
Accrued income taxes........................................................... 396
Due to third-party payors...................................................... 197
---------
Cash provided by operating activities........................................ 3,369
INVESTING ACTIVITIES
Additions to property and equipment................................................ (983)
Issuance of note receivable........................................................ (207)
---------
Cash used for investing activities........................................... (1,190)
FINANCING ACTIVITIES
Payment of debt to owner........................................................... (2,762)
---------
Cash used for financing activities........................................... (2,762)
---------
Change in cash and cash equivalents................................................ (583)
Cash and cash equivalents at beginning of period................................... 843
---------
Cash and cash equivalents at end of period......................................... $ 260
---------
---------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-72
<PAGE>
JORDAN VALLEY HOSPITAL
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

Jordan Valley Hospital (the "Hospital") is a 50 bed tertiary care hospital
located in West Jordan, Utah. The Hospital was formerly a tax-exempt hospital,
Holy Cross Jordan Valley Hospital, which was owned by Holy Cross Health Systems
Corporation ("HCHSC"). The Hospital was acquired by HealthTrust, Inc. -- The
Hospital Company ("HTI") in August 1994. In October 1994, HTI and Columbia/ HCA
entered into an agreement and a Plan of Merger. The merger was approved by both
parties and effective in April 1995. In an agreement between the Federal Trade
Commission and Columbia/HCA, the Hospital is currently in the process of being
sold (see note 7). These financial statements are based on HCHSC historical cost
because the Columbia/HCA and HTI ownership of the hospital were temporary.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid debt instruments,
primarily U.S. government backed securities and certificates of deposit,
purchased with an original maturity of three months or less. The Company
maintains its cash in bank deposits which, at times, may exceed federally
insured limits.

ACCOUNTS RECEIVABLE AND NET PATIENT REVENUE

The Hospital has entered into agreements with third-party payors, including
U.S. government programs and managed care health plans, under which the Hospital
is paid based upon established charges, cost of providing services,
predetermined rates by diagnosis, fixed per diem rates or discounts from
established charges.

Net patient service revenues are recorded at estimated amounts due from
patients and third party payors for health care services provided, including
anticipated settlements under reimbursement agreements with third party payors.
Payments for services rendered to patients covered by the Medicare and Medicaid
programs are generally less than billed charges. Provisions for contractual
adjustments are made to reduce the charges to these patients to estimated
receipts based upon the programs' principles of payment/reimbursement (either
prospectively determined or retrospectively determined costs). Final settlements
under these programs are subject to administrative review and audit, and
provision is currently made for adjustments which may result during the period
in which such adjustments become known. Allowance for contractual adjustments
under these programs is netted in accounts receivable in the accompanying
balance sheet. Management is of the opinion that adequate allowance has been
provided for possible adjustments that might result from such final settlements.

Accounts receivable consists primarily of amounts due from the Medicare and
Medicaid programs, other government programs, managed care health plans,
commercial insurance companies and individual patients.

Current earnings are charged with an allowance for doubtful accounts based
on experience and other circumstances that may affect the ability of payors to
meet their obligations. Accounts deemed uncollectible are charged against that
allowance.

SUPPLIES INVENTORIES

Inventories are stated at cost, determined principally by the first-in,
first-out (FIFO) method, and are not in excess of market value.

F-73
<PAGE>
JORDAN VALLEY HOSPITAL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are recorded on the basis of cost, if purchased, or
fair market value at the date of donation. Depreciation of property and
equipment is recognized using the straight-line method over the expected useful
lives of the assets ranging from 8 to 40 years.

INCOME TAXES

The Hospital utilizes Statement of Financial Standards No. 109, "Accounting
for Income Taxes." Under this method, deferred taxes are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted marginal tax rates currently in
effect when the differences reverse. The Hospital has recorded current and
deferred income tax expense for the period subsequent to the acquisition by HTI,
determined as if it were filing a separate tax return.

2. PROPERTY AND EQUIPMENT:
Property and equipment consisted of the following at September 30, 1995:

<TABLE>
<CAPTION>
(IN
THOUSANDS)
<S> <C>
Buildings and improvements........................................... $ 14,765
Equipment............................................................ 9,417
-------------
24,182
Less accumulated depreciation........................................ (10,505)
-------------
13,677
Land................................................................. 497
Construction in progress............................................. 23
-------------
$ 14,197
-------------
-------------
</TABLE>

3. ACCRUED AND OTHER LIABILITIES:
Details of accrued and other liabilities at September 30, 1995 were as
follows:

<TABLE>
<CAPTION>
(IN
THOUSANDS)
<S> <C>
Accrued salaries and wages........................................... $ 563
Accrued vacation..................................................... 179
Property and sales tax............................................... 254
-------------
Total accrued and other liabilities................................ $ 996
-------------
-------------
</TABLE>

4. LEASES:
The Hospital leases certain land, buildings and equipment under operating
leases that expire at various dates through 2003. Rental expense, which includes
provisions for maintenance in some cases,

F-74
<PAGE>
JORDAN VALLEY HOSPITAL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. LEASES: (CONTINUED)
amounted to approximately $151,000 in 1995. Future minimum rental commitments at
September 30, 1995, under noncancelable operating leases with a remaining term
of greater than one year were as follows:

<TABLE>
<CAPTION>
FISCAL YEAR (IN THOUSANDS)
- ---------------------------------------------------------------------
<S> <C>
1996............................................................... $ 155
1997............................................................... 123
1998............................................................... 119
1999............................................................... 114
2000............................................................... 434
-----
Total............................................................ $ 945
-----
-----
</TABLE>

5. INCOME TAXES:
The provision for income taxes consisted of the following for the period
from January 1, 1995 through September 30, 1995:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Current:
Federal............................................................ $ 364
State.............................................................. 32
-----
Total current provision.......................................... 396
Deferred:
Federal............................................................ 117
State.............................................................. 10
-----
Total deferred expense........................................... 127
-----
Provision for income taxes........................................... $ 523
-----
-----
</TABLE>

The reconciliation of the statutory federal income tax rate to the provision
for income taxes is as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Federal income tax benefit at statutory rate of 34%............................ $ 480
State income taxes, net of federal benefit..................................... 43
------
Total provision for income taxes............................................. $ 523
------
------
</TABLE>

The components of the deferred taxes were as follows:

<TABLE>
<S> <C>
Allowance for bad debts........................................ $ 597
Excess of book over tax basis in property and equipment........ (899)
------
Net deferred tax liability................................... (302)
Less current asset............................................. 597
------
Noncurrent liability......................................... $ (899)
------
------
</TABLE>

F-75
<PAGE>
JORDAN VALLEY HOSPITAL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. RELATED PARTY TRANSACTIONS:
As of September 30, 1995, the Hospital has a liability due to owner of
approximately $656,000. This amount represents cash advances from its owner used
for normal operations.

The Hospital obtained its primary professional liability insurance through
premiums paid to Columbia/HCA totaling approximately $249,000 for the period
from January 1, 1995 through September 30, 1995. In addition, the Hospital has
limited its liability through the purchase of umbrella coverage from third-party
insurers.

Columbia/HCA provided certain management services in the normal course of
business to the Hospital. For 1995, the expenses allocated to the Hospital were
approximately $101,000.

7. SUBSEQUENT EVENT:
In November 1995, CHC -- Salt Lake City, Inc. entered into a definitive
agreement with Columbia/HCA to acquire the Hospital in exchange for Autauga
Medical Center, an 85 bed acute care hospital, and Autauga Health Care Center, a
72 bed skilled nursing facility, both in Prattville, Alabama, plus additional
cash consideration of approximately $7,500,000. The transaction is subject to
various third-party approvals, including that of the Federal Trade Commission.

F-76
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Salt Lake Regional Medical Center

We have audited the accompanying consolidated balance sheets of Salt Lake
Regional Medical Center (formerly known as Holy Cross Hospital of Salt Lake
City), and subsidiaries (the "Hospital"), as of May 31, 1994 and April 13, 1995,
and the related consolidated statements of income, equity, and cash flows for
each of the two years in the period ended May 31, 1994 and for the period from
June 1, 1994 through April 13, 1995. These financial statements are the
responsibility of the Hospital's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Salt Lake
Regional Medical Center and subsidiaries as of May 31, 1994 and April 13, 1995,
and the consolidated results of their operations and their cash flows for each
of the two years in the period ended May 31, 1994 and for the period from June
1, 1994 through April 13, 1995 in conformity with generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

Houston, Texas
June 11, 1995

F-77
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
APRIL 13,
MAY 31, 1994 1995
------------ -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents......................................................... $ 3,277 $ 535
Investments
Operating....................................................................... 1,839
Held by trustees................................................................ 418
------------ -------------
5,534 535
Accounts receivable, less allowance for doubtful accounts of $3,098 and $2,076,
respectively....................................................................... 13,501 14,116
Other accounts receivable........................................................... 1,185 694
------------ -------------
14,686 14,810
Supplies inventories................................................................ 1,100 1,123
Prepaid expenses and other current assets........................................... 89 1,094
------------ -------------
Total current assets.......................................................... 21,409 17,562
Investment assets limited as to use, net of current portion
Held by trustees.................................................................. 902
Board designated.................................................................. 5,902
Donor restricted and other........................................................ 1,578
------------
8,382
Property and equipment:
Land.............................................................................. 1,193 737
Buildings and improvements........................................................ 31,213 32,099
Equipment......................................................................... 42,779 45,017
Construction in progress.......................................................... 619 658
------------ -------------
Total property and equipment.................................................. 75,804 78,511
Less allowances for depreciation and amortization................................. 40,426 43,819
------------ -------------
Total property and equipment, net............................................. 35,378 34,692
Other assets........................................................................ 2,398 115
------------ -------------
Total assets.................................................................. $ 67,567 $ 52,369
------------ -------------
------------ -------------
LIABILITIES AND EQUITY
Current liabilities:
Current portion of capitalized lease obligation................................... $ 233 $ 545
Accounts payable.................................................................. 3,004 1,946
Due to third-party payors......................................................... 4,045 438
Accrued and other liabilities..................................................... 5,137 6,910
Due to HTI........................................................................ 6,015
------------ -------------
Total current liabilities..................................................... 12,419 15,854
Capitalized lease obligation, net of current portion................................ 16,857 1,914
Other long-term liabilities......................................................... 58 228
Due to HCHSC........................................................................ 2,072
Commitments and contingencies (Note 4)
Fund Balance:
General........................................................................... 34,583
Donor restricted.................................................................. 1,578
Owner's Equity:
Contributed capital............................................................... 32,663
Retained earnings................................................................. 1,710
------------ -------------
Total liabilities and equity.................................................. $ 67,567 $ 52,369
------------ -------------
------------ -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-78
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 1, 1994
THROUGH
YEAR ENDED YEAR ENDED APRIL 13,
MAY 31, 1993 MAY 31, 1994 1995
------------ ------------ -------------
<S> <C> <C> <C>
Net patient service revenue........................................... $ 81,358 $ 86,536 $ 65,585
Other revenue......................................................... 3,565 4,328 2,792
------------ ------------ -------------
Net revenue....................................................... 84,923 90,864 68,377
Operating expenses:
Salaries, wages and benefits........................................ 36,569 37,931 26,875
Supplies............................................................ 14,842 14,917 12,423
Other operating expenses............................................ 25,929 28,173 18,449
Provision for bad debts............................................. 3,623 3,464 3,573
Interest............................................................ 1,171 929 653
Depreciation and amortization....................................... 4,252 4,529 4,067
------------ ------------ -------------
Total expenses.................................................... 86,386 89,943 66,040
Income (loss) before income taxes and extraordinary item.............. (1,463) 921 2,337
Provision for income taxes............................................ 1,027
------------ ------------ -------------
Income (loss) before extraordinary item............................... (1,463) 921 1,310
Extraordinary item -- early extinguishment of debt (no tax benefit
recognized).......................................................... 846
------------ ------------ -------------
Net income (loss)..................................................... $ (1,463) $ 921 $ 464
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-79
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 1, 1994
THROUGH
YEAR ENDED YEAR ENDED APRI1 13,
MAY 31, 1993 MAY 31, 1994 1995
------------ ------------ -------------
<S> <C> <C> <C>
GENERAL
Balance, beginning of period......................................... $ 37,503 $ 36,817 $ 34,583
Net income (loss) prior to the acquisition by HTI.................... (1,463) 921 (1,246)
Fund Transfers....................................................... 135 174 20
Related Party Transfers.............................................. 642 (3,329) (6,339)
Capital contribution by HCHSC........................................ 5,645
Net assets transferred to HTI........................................ (32,663)
------------ ------------ -------------
Balance, end of period............................................. 36,817 34,583 --
DONOR RESTRICTED
Balance, beginning of period......................................... 3,088 3,152 1,578
Donations, gifts and bequests........................................ 945 785 7
Grants............................................................... 42 4
Fund transfers....................................................... (135) (174) (20)
Related party transfers.............................................. (290) (201)
Investment income.................................................... 121 235 (112)
Expenditures for donor restricted purposes........................... (619) (2,223) (351)
Other................................................................ (37)
Capital distribution to HCHSC........................................ (1,065)
------------ ------------ -------------
Balance, end of period............................................. 3,152 1,578 --
OWNER'S EQUITY
Net assets contributed by HTI........................................ 32,663
Net income for the period from August 16, 1994 through April 13,
1995................................................................ 1,710
-------------
Balance, end of period............................................. 34,373
------------ ------------ -------------
Total equity, end of period........................................ $ 39,969 $ 36,161 $ 34,373
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-80
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 1, 1994
THROUGH
YEAR ENDED YEAR ENDED APRIL 13,
MAY 31, 1993 MAY 31, 1994 1995
------------ ------------ -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)..................................................... $ (1,463) $ 921 $ 464
Adjustments to reconcile net income (loss) to net cash provided (used)
by operating activities:
Extraordinary loss on early extinguishment of debt.................. 846
Depreciation and amortization....................................... 4,252 4,529 4,067
Loss on sale of assets.............................................. 84 24 47
Provision for bad debts............................................. 3,623 3,464 3,573
Deferred tax benefit................................................ (540)
Deferred revenue and other credits.................................. 31 (455) (58)
Changes in operating assets and liabilities:
Accounts receivable............................................... (5,273) (2,032) (14,972)
Supplies inventories.............................................. 83 (23)
Prepaid expenses and other assets................................. (706) 388 920
Due to third-party payors......................................... 2,024 631 663
Accounts payable, accrued liabilities and other liabilities....... 1,221 (1,056) 3,292
------------ ------------ -------------
Cash provided (used) by operating activities.................... 3,793 6,497 (1,721)
INVESTING ACTIVITIES
Net increase in current investments................................... 87 127 339
Net increase in investments limited as to use......................... (1,473) 1,764 6,702
Additions to property and equipment................................... (7,421) (3,427) (3,946)
Proceeds from sale of assets.......................................... 21 809 46
Other................................................................. 1,540 (859)
------------ ------------ -------------
Cash provided (used) for investing activities................... (7,246) (1,586) 3,141
FINANCING ACTIVITIES
Payments on long-term debt and refinancing............................ (204) (215) (5,853)
Issuance of debt from HCHSC........................................... 1,020
Issuance of debt from HTI............................................. 6,015
Payment of debt to HCHSC.............................................. (1,523) (2,072)
Other equity transactions, net........................................ 841 (4,729) (2,252)
------------ ------------ -------------
Cash used for financing activities.............................. (886) (3,924) (4,162)
------------ ------------ -------------
Change in cash and cash equivalents................................... (4,339) 987 (2,742)
Cash and cash equivalents at beginning of period...................... 6,629 2,290 3,277
------------ ------------ -------------
Cash and cash equivalents at end of period............................ $ 2,290 $ 3,277 $ 535
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-81
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

On April 13, 1995, CHC-Salt Lake City, Inc. (the "Company") completed its
acquisition of Salt Lake Regional Medical Center (the "Hospital") from
Healthtrust, Inc. -- The Hospital Company ("HTI"). The Hospital is comprised of
a 200 bed tertiary care hospital and five clinics and is located in Salt Lake
City, Utah. The Hospital was formerly a tax-exempt hospital, Holy Cross Hospital
of Salt Lake, which was owned by Holy Cross Health Systems Corporation
("HCHSC"). The Hospital was acquired by HTI on August 15, 1994 and was sold
pursuant to a consent decree and settlement agreement between HTI and the
Federal Trade Commission. Consummation of the sale had been subject to approval
by the Federal Trade Commission, which was received on April 7, 1995. These
financial statements are based on HCHSC historical cost because HTI ownership of
the hospital was temporary.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Hospital
and its controlled ventures. All material intercompany transactions and account
balances have been eliminated in consolidation.

CASH EQUIVALENTS

Highly liquid investments, primarily U.S. government backed securities and
certificates of deposits with a maturity of three months or less when purchased,
excluding amounts for which use is limited by board or donor designation or by
trust agreements, have been defined as cash equivalents. The carrying amounts
reported in the balance sheets for cash equivalents approximate fair value.

ACCOUNTS RECEIVABLE AND NET PATIENT REVENUE

F-82
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
the period ended April 13, 1995, respectively, approximately 39%, 40% and 38% of
total patient care revenue resulted from the Medicare program, and approximately
10%, 9% and 8%, respectively, resulted from Medicaid program.

INVESTMENTS

Investments acquired by purchase are stated at cost, adjusted for
impairments in value that are deemed to be other than temporary. Market values
for investments are based on quoted market prices. Investments limited as to
use, that are required for obligations classified as current liabilities and
Board designated investments and are immediately available to the Hospital for
their stated purpose, are reported in current assets.

Board designated investments limited as to use represent certain funds from
operations and other sources designated by the Board of Directors to be used to
fund future capital asset replacements, for the retirement of certain long-term
debt or for other purposes.

Certain donations, grants and bequests are restricted by donors and are
recorded at fair market value at the date of receipt. Income from and
expenditures of restricted donations are recorded as revenue and expenses in the
period used, or as general equity transfers if use is restricted for property or
equipment purchases. Bequests receivable are recorded at a nominal amount until
the Hospital receives the bequest.

SUPPLIES INVENTORIES

Inventories are stated at cost, determined principally by the last-in,
first-out (LIFO) method, and are not in excess of market value.

PROPERTY AND EQUIPMENT

UNAMORTIZED DEBT ISSUANCE COSTS

Debt issuance costs are amortized using the bonds outstanding method over
the repayment term of the related debt. Amortization is included in depreciation
and amortization expense.

CHARITY CARE

Consistent with its mission prior to the acquisition by HTI, the Hospital
provides medical care to all patients regardless of their ability to pay. In
accordance with the Hospital's policies related to the provision of charity
care, patients who were unable to pay for services were identified based on
patient financial information and other subsequent analysis. The Hospital did
not pursue collection from these patients and such amounts were excluded from
net patient revenue. Charity care charges foregone were approximately $1,014,000
in 1993, $1,440,000 in 1994, and $1,228,000 in 1995.

INCOME TAXES

The Hospital utilizes Statement of Financial Standards No. 109, "Accounting
for Income Taxes." Under this method, deferred taxes are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted marginal tax rates currently in
effect when the differences reverse. As described in Note 1, the Hospital had
been a tax-exempt entity prior to the acquisition by HTI. Earning for the period
from August 16, 1994 to April 13,

F-83
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
1995 were included in HTI consolidated tax return. The Hospital has recorded
current and deferred income tax expense for the period subsequent to the
acquisition by HTI, determined as if it were filing a separate tax return.

2. INVESTMENTS:
The composition of investment assets limited as to use at May 31, 1994, was
as follows:

<TABLE>
<CAPTION>
MARKET
COST VALUE
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Investments held by trustees under loan agreements:
Cash and short-term investments.............................. $ 201 $ 201
Funds invested in direct obligations of the U.S.
Government.................................................. 1,119 1,119
Less current portion......................................... (418) (418)
--------- ---------
902 902
Board designated investments:
Cash and short-term investments.............................. 5,902 5,902
--------- ---------
5,902 5,902
Donor restricted and other investments:
Cash and short-term investments.............................. 925 935
Common trust funds and other................................. 653 653
--------- ---------
1,578 1,588
--------- ---------
$ 8,382 $ 8,392
--------- ---------
--------- ---------
</TABLE>

Investment income, which is included in other revenue, net, was
approximately $693,000, $837,000 and $47,000 for 1993, 1994 and 1995,
respectively.

Investments consisted of commercial paper, money market instruments, U.S.
Government obligations, marketable equity securities and high grade corporate
bonds. The market values of investment were determined based on quoted market
rates.

3. ACCRUED AND OTHER LIABILITIES:
Details of accrued and other liabilities at May 31, 1994 and April 13, 1995
were as follows:

<TABLE>
<CAPTION>
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Accrued salaries and wages..................................... $ 1,834 $ 1,675
Accrued vacation............................................... 2,195 2,074
Income taxes payable to HTI.................................... 1,567
Other.......................................................... 1,108 1,594
--------- ---------
Total accrued and other liabilities.......................... $ 5,137 $ 6,910
--------- ---------
--------- ---------
</TABLE>

F-84
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM DEBT:
Long-term debt, which included capital leases and amounts due to HCHSC, at
May 31, 1994 and April 13, 1995, were as follows:

<TABLE>
<CAPTION>
MATURITY 1994 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Series 1990 Salt Lake City, Utah, Flexible Rate Revenue
Bonds, principal payable at various dates through 2009,
interest payable monthly at variable rates ranging from
2.2% to 2.5%, collateralized by a renewable, irrevocable
letter of credit in the amount of $12,296,000 which expires
on February 1, 1997........................................ Various $ 7,323
Series 1986 Salt Lake City, Utah, Industrial Revenue Bonds,
principal payable annually, interest payable semiannually
at rates from 6.0% to 7.4%................................. 2018 9,480
Notes payable to owner, principal payable at various dates,
interest payable at 10.5%.................................. $ 6,015
Capital leases, principal and interest payable monthly,
interest payable monthly at rates ranging from 5.8% to
9%......................................................... Various 287 2,459
--------- ---------
17,090 8,474
Less current portion (including $6,015 for 1995 due to
HTI)..................................................... (233) (6,560)
--------- ---------
$ 16,857 $ 1,914
--------- ---------
--------- ---------
</TABLE>

The carrying amounts of the variable rate, long-term debt approximate their
fair values. The fair values of the fixed rate, long-term debt and capital lease
obligations were estimated using discounted cash flow analysis, based on current
incremental borrowing rates for similar types of borrowing arrangements. The
fair value of the fixed rate, long-term debt and capital lease obligations at
April 13, 1995, approximated their carrying amount.

Generally, mandatory deposits were required to be made to sinking and other
funds held by trustees for payment of principal and interest.

Prior to the acquisition by HTI, the Hospital extinguished the Series 1986
Industrial Revenue Bonds of approximately $9,480,000. The Hospital recognized an
extraordinary loss of approximately $846,000, for which no tax benefit was
recognized because HCHSC was tax-exempt. Additionally, the 1990 Series Flexible
Rate Revenue Bonds were distributed to the HCHSC concurrent with the HTI
acquisition.

OBLIGATED GROUP AND OTHER REQUIREMENTS

Under the Master Trust Indenture, HCHSC and certain of its subsidiaries,
which included the Hospital (the "Obligated Group") could issue obligations to
finance certain activities. Those members of the Obligated Group that elected to
obtain financing under the Master Trust Indenture were guarantors for the
repayment of obligations issued by other members of the Obligated Group up to
certain limits, although each issuer was considered the principal obligor.

F-85
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM DEBT: (CONTINUED)
The Series 1990 Utah Pooled Financing Bonds and the Series 1986 Salt Lake
City Industrial Revenue Bonds were collateralized by a Master Trust Indenture
that was collateralized by all accounts, contract rights and receipts of the
Hospital. The obligations referenced above contained restrictive covenants that
included, among others, restrictions on additional indebtedness, the payment of
dividends and other distributions, the repurchase of common stock and related
securities under certain circumstances, and the requirement to maintain certain
financial ratios. The Hospital was in compliance with all loan covenants at May
31, 1994. The obligations referenced above were not acquired by HTI in the sale
of the Hospital by HCHSC.

The Master Trust Indenture requires establishment of certain funds, not
available for general purposes, which were held with and controlled by a trustee
for payment of certain construction costs, bond issuance costs, principal and
interest and maintenance of cash reserves. Details of funds held by the trustee
at May 31, 1994 were:

<TABLE>
<CAPTION>
1994
---------------
(IN THOUSANDS)
<S> <C>
Debt service reserve fund........................................... $ 902
Bond fund........................................................... 40
Interest fund....................................................... 378
-------
1,320
Less current portion.............................................. (418)
-------
$ 902
-------
-------
</TABLE>

INTEREST COSTS

During 1993, 1994 and 1995, interest costs totaled approximately $1,171,000,
$929,000 and $653,000, respectively, of which $81,000 was capitalized during
1994. Interest paid was approximately $1,149,000, $933,000, and $579,000 in
1993, 1994 and 1995, respectively.

5. LEASES:
The Hospital leases certain land, buildings and equipment under capital and
operating leases that expire at various dates through 2000. Rental expense,
which includes provisions for maintenance in some cases, amounted to
approximately $2,318,000, $2,693,000 and $1,698,000 in 1993, 1994 and 1995,
respectively. Future minimum rental commitments at April 13, 1995, under a
capital lease and noncancelable operating leases with a remaining term of
greater than one year were as follows:

<TABLE>
<CAPTION>
FISCAL YEAR CAPITAL OPERATING
--------- -----------
- --------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
1996........................................................ $ 801 $ 636
1997........................................................ 701 570
1998........................................................ 624 472
1999........................................................ 624 132
2000........................................................ 208 46
--------- -----------
Total minimum obligations................................... 2,958 $ 1,856
-----------
-----------
Less amounts representing interest........................ 499
---------
Present value of minimum obligations........................ 2,459
Less current portion...................................... 545
---------
Long term obligations at April 13, 1995..................... $ 1,914
---------
---------
</TABLE>

F-86
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. INCOME TAXES:
For the period from August 16, 1994 to April 13, 1995, the Hospital earned
approximately $2,737,000 in pre-tax income. The provision for income taxes
consisted of the following for the period from August 16, 1994 through April 13,
1995.

<TABLE>
<CAPTION>
PERIOD ENDED
APRIL 13, 1995
---------------
(IN THOUSANDS)
<S> <C>
Current:
Federal........................................................... $ 1,440
State............................................................. 127
-------
Total current provision......................................... 1,567
Deferred:
Federal........................................................... (496)
State............................................................... (44)
-------
Total deferred benefit.......................................... (540)
-------
Provision for income taxes.......................................... $ 1,027
-------
-------
</TABLE>

The reconciliation of the statutory federal income tax rate to the provision
for income taxes is as follows:

<TABLE>
<CAPTION>
PERIOD ENDED
APRIL 13, 1995
---------------
(IN THOUSANDS)
<S> <C>
Federal income tax benefit at statutory rate of 34%................. $ 795
Loss for period in which no tax benefit recognized.................. 136
State income taxes, net of federal benefit.......................... 83
Other............................................................... 13
-------
Total provision for income taxes.................................. $ 1,027
-------
-------
</TABLE>

The reconciliation of the statutory federal income tax rate to the provision
for income taxes is based on earnings for the period in which the Hospital was
subject to federal income taxes. The components of the deferred tax assets and
(liabilities) at April 13, 1995 were as follows:

<TABLE>
<CAPTION>
PERIOD ENDED
APRIL 13, 1995
---------------
(IN THOUSANDS)
<S> <C>
Allowance for bad debts....................................................... $ 768
Excess of tax over book basis in property and equipment....................... (228)
------
Net deferred tax asset...................................................... 540
Less current portion.......................................................... (768)
------
Noncurrent portion.......................................................... $ (228)
------
------
</TABLE>

The current deferred tax asset is included in prepaid expenses and other
current assets. The noncurrent deferred tax liability is included in other
long-term liabilities.

7. RELATED PARTY TRANSACTIONS:
The Hospital purchased certain services from Shared Services which is the
administrator of the Holy Cross Employees Benefit Trust (the "Benefit Trust").
The Benefit Trust provided health, life and long-term disability benefits to
employees of the Hospital. Premiums for these benefits were approximately
$2,263,000, $2,332,000 and $527,000 for 1993, 1994 and 1995, respectively.
Havican

F-87
<PAGE>
SALT LAKE REGIONAL MEDICAL CENTER
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. RELATED PARTY TRANSACTIONS: (CONTINUED)
Insurance Company ("Havican"), a subsidiary of Shared Services, is the captive
insurance company from which the Hospital obtained its primary professional
liability insurance. Premiums paid to Havican were approximately $994,000,
$1,346,000 and $240,000 for 1993, 1994 and 1995, respectively. Premiums paid to
HTI for professional liability insurance during 1995 were approximately
$177,000. In addition, the Hospital has limited its liability through the
purchase of umbrella coverage from third-party insurers.

Through August 15, 1994, the Hospital provided pension benefits for
substantially all of its full-time employees through a defined benefit pension
plan sponsored by HCHSC. The Hospital withdrew from the plan in connection with
its acquisition by HTI. The liability or asset associated with the Hospital's
withdrawal, if any, was retained by HCHSC. Pension expense for the years ended
May 31, 1993 and 1994 and the period ended April 13, 1995, were $1,065,000,
$1,050,000 and $210,000, respectively.

HCHSC provided certain management services in the normal course of business
to the Hospital. For 1993, 1994 and 1995, the expenses allocated to the Hospital
were approximately $1,356,000, $1,486,000 and $304,000, respectively.

8. SALE OF ASSETS TO HTI:
As described in Note 1, HCHSC sold the Hospital to HTI in August 1994. At
the time of the sale, HTI assumed Hospital debts in excess of assets retained of
approximately $4,580,000, which has been reflected in the financial statements
as a capital distribution from donor restricted funds of $1,065,000 and a
capital contribution to general funds of $5,645,000.

F-88
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................................................... $ 7,583 $ 5,670
Accounts receivable, less allowance for doubtful accounts of $10,116 and $14,041 at
December 31, 1995 and March 31, 1996, respectively................................. 33,262 36,407
Supplies inventory.................................................................. 3,470 3,872
Prepaid expenses and other current assets........................................... 6,264 6,290
------------ -----------
Total current assets............................................................ 50,579 52,239
Property and equipment, less allowances for depreciation and amortization of $10,733
and $11,901 at December 31, 1995 and March 31, 1996, respectively.................. 158,382 166,997
Investment in Dakota Heartland Health System........................................ 48,145 52,118
Other assets........................................................................ 34,154 36,668
------------ -----------
Total assets...................................................................... $ 291,260 $ 308,022
------------ -----------
------------ -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations..................... $ 2,467 $ 2,834
Accounts payable.................................................................... 13,952 12,743
Due to third parties................................................................ 8,829 8,052
Other current liabilities........................................................... 15,490 12,860
------------ -----------
Total current liabilities........................................................... 40,738 36,489
Long-term debt and capital lease obligations........................................ 162,447 181,212
Other long-term liabilities......................................................... 10,177 10,445
Redeemable preferred stock.......................................................... 46,029 46,078
Common stock, $.01 par value:
Authorized -- 25,000,000 shares, 11,868,230 and 12,012,603 shares issued and
outstanding at December 31, 1995 and March 31, 1996, respectively................. 119 120
Common stock subscribed 80,000 shares at December 31, 1995 and March 31, 1996,
respectively....................................................................... 40 40
Common stock subscription receivable................................................ (40) (40)
Paid in capital..................................................................... 47,643 48,178
Accumulated deficit................................................................. (15,893) (14,500)
------------ -----------
Total liabilities and stockholders' equity........................................ $ 291,260 $ 308,022
------------ -----------
------------ -----------
</TABLE>

See notes to condensed consolidated financial statements.

F-89
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS, EXCEPT
PER SHARE DATA)
Net patient service revenue............................................................. $ 27,625 $ 49,898
Other revenue........................................................................... 1,102 783
--------- ---------
Net revenue......................................................................... 28,727 50,681
Operating expenses:
Salaries and benefits................................................................. 12,762 22,006
Other operating and administrative.................................................... 10,913 19,232
Provision for bad debts............................................................... 2,073 3,670
Interest.............................................................................. 2,630 4,587
Depreciation and amortization......................................................... 1,532 3,016
Equity in earnings of Dakota Heartland Health System.................................. (1,478) (3,973)
--------- ---------
Total expenses...................................................................... 28,432 48,538
--------- ---------
Income before income taxes.......................................................... 295 2,143
Provision for income taxes.............................................................. 118 750
--------- ---------
Net income.......................................................................... $ 177 $ 1,393
--------- ---------
--------- ---------
Income (loss) applicable to common stock............................................ $ (1,312) $ 1,344
--------- ---------
--------- ---------
Income (loss) per common share:
Primary............................................................................. $ (.31) $ .10
--------- ---------
--------- ---------
Fully Diluted....................................................................... N/A $ .08
--------- ---------
--------- ---------
</TABLE>

See notes to condensed consolidated financial statements.

F-90
<PAGE>
CHAMPION HEALTHCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
Operating activities:
Net income.......................................................................... $ 177 $ 1,393
Equity in earnings of Dakota Heartland Health System................................ (1,478) (3,973)
Depreciation and amortization....................................................... 1,532 3,016
Provision for bad debts............................................................. 2,073 3,670
Changes in assets and liabilities, net of effects from acquisitions
Increase in assets................................................................ (1,008) (5,195)
Decrease in liabilities........................................................... (2,459) (4,477)
---------- ----------
Net cash used in operating activities........................................... (1,163) (5,566)
---------- ----------
Investing activities:
Additions to property and equipment................................................. (7,060) (2,697)
Investment in Jordan Valley Hospital................................................ (10,746)
Investment in Dakota Heartland Health System........................................ (2,000)
Investment in Salt Lake Regional Medical Center..................................... (3,000)
Proceeds from sale of property and equipment........................................ 1,300
Investment in note receivable....................................................... (793) (50)
Other............................................................................... (576) (575)
---------- ----------
Net cash used in investing activities........................................... (12,129) (14,068)
---------- ----------
Financing activities:
Proceeds from the issuance of long-term obligations................................. 18,512
Payments on long-term debt and capital lease obligations............................ (1,989) (768)
Other............................................................................... (235) (23)
---------- ----------
Net cash provided by (used in) financing activities............................. (2,224) 17,721
---------- ----------
Decrease in cash and cash equivalents........................................... (15,516) (1,913)
Cash and cash equivalents at beginning of period...................................... 48,424 7,583
---------- ----------
Cash and cash equivalents at end of period............................................ $ 32,908 $ 5,670
---------- ----------
---------- ----------
</TABLE>

See notes to condensed consolidated financial statements.

F-91
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements
do not include all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the results for the periods
presented have been reflected. Such financial statements include the accounts of
the Company and all wholly-owned and majority-owned subsidiaries and
partnerships. All significant intercompany transactions and accounts have been
eliminated in consolidation.

The year-end condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.

These financial statements should be read in conjunction with the Company's
audited consolidated financial statements for the year ended December 31, 1995,
included in the Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1995.

The Company's business is seasonal in nature and subject to general economic
conditions and other factors. Accordingly, operating results for the three
months ended March 31, 1996, are not necessarily indicative of the results that
may be expected for the year ended December 31, 1996.

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," which is effective for fiscal years beginning after
December 15, 1995. SFAS 123 establishes new financial accounting and reporting
standards for stock-based compensation plans. Entities will be allowed to
measure compensation expense for stock-based compensation under SFAS 123 or APB
Opinion No. 25, "Accounting for Stock Issued to Employees." The Company has
elected to continue accounting for such compensation under the provisions of APB
Opinion No. 25.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 121, which is effective for fiscal years beginning after December 15, 1995,
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company's adoption of SFAS 121 on January 1, 1996, had no
material effect on its financial statements.

2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
The Company, through a wholly-owned subsidiary, owns 50% of a partnership
operated as Dakota Heartland Health System ("DHHS"). DHHS owns and operates two
general acute care hospitals with a total of 341 beds in Fargo, North Dakota,
and the Company manages the combined operations of the two facilities pursuant
to the partnership agreement and an operating agreement with DHHS. Under the
terms of the partnership agreement, the Company is entitled to 55% of DHHS's net
income and distributable cash flow ("DCF") until such time as it has recovered
on a cumulative basis an additional $10,000,000 of DCF. The Company is also
obligated to advance funds to DHHS to cover any and all operating deficits.

F-92
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (CONTINUED)
The Company accounts for its investment in DHHS under the equity method. The
following table summarizes certain financial information of DHHS (dollars in
thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1995 MARCH 31, 1996
------------------- -------------------
<S> <C> <C>
INCOME STATEMENT DATA
Net revenue................................................. $ 26,088 $ 27,623
Net income.................................................. 2,687 7,223
Company's equity in the earnings of DHHS.................... 1,478 3,973

DECEMBER 31, 1995 MARCH 31, 1996
------------------- -------------------
<S> <C> <C>
BALANCE SHEET DATA
Current assets.............................................. $ 39,008 $ 38,095
Non-current assets.......................................... 55,854 56,226
Current liabilities......................................... 19,980 12,258
Non-current liabilities..................................... 57 15
Partners' equity............................................ 74,825 82,048
</TABLE>

3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt and capital lease obligations consisted of the following at
December 31, 1995 and March 31, 1996 (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ -----------
<S> <C> <C>
Revolving Loan.............................................................. $ 47,700 $ 66,200
11% Senior Subordinated Notes, net of discount (face amount of $99,089 and
$98,705 at December 31, 1995 and March 31, 1996, respectively)............. 98,447 98,076
Health Care REIT, Inc....................................................... 11,120 10,908
Other notes payable and capital lease obligations........................... 7,647 8,862
------------ -----------
Total debt and capital lease obligations.................................. 164,914 184,046
Less current portion........................................................ (2,467) (2,834)
------------ -----------
Total long-term debt and capital lease obligations........................ $ 162,447 $ 181,212
------------ -----------
------------ -----------
</TABLE>

The Company is subject to various loans, notes and mortgages that contain
restrictive covenants which include, among others, restrictions on additional
indebtedness, the payment of dividends and other distributions, the repurchase
of common stock and related securities under certain circumstances, and the
requirement to maintain certain financial ratios. The Company was in compliance
with or has obtained permanent waivers for all loan covenants to which it was
subject at March 31, 1996 and December 31, 1995.

4. ACQUISITIONS

JORDAN VALLEY HOSPITAL

On March 1, 1996, the Company acquired Jordan Valley Hospital ("Jordan")
from Columbia/ HCA Healthcare Corporation ("Columbia"). Jordan is a 50 bed acute
care hospital located in West Jordan, Utah, a suburb of Salt Lake City. Jordan
was acquired in exchange for Autauga Medical Center, an 85 bed acute care
hospital, and Autauga Health Care Center, a 72 bed skilled nursing facility,
both in Prattville, Alabama, plus preliminary cash consideration paid to
Columbia of approximately $10,750,000. Cash consideration included approximately
$3,750,000 for certain net working

F-93
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. ACQUISITIONS (CONTINUED)
capital components, which are subject to adjustment and final settlement by the
parties, and reimbursement of certain capital expenditures made previously by
Columbia. The transaction did not result in a gain or loss. The Alabama
facilities were acquired as part of the Company's acquisition of AmeriHealth,
Inc. on December 6, 1994.

The following selected unaudited pro forma financial information for the
three months ended March 31, 1995 and 1996, assumes that the acquisition of
Jordan and Salt Lake Regional Medical Center ("SLRMC") occurred on January 1,
1995. The Company acquired SLRMC on April 13, 1995. The pro forma financial
information does not purport to be indicative of the results that actually would
have been obtained had the operations been combined during the periods
presented, and is not intended to be a projection of future results or trends.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1996
--------- ---------
(DOLLARS IN
THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net revenue...................................................................... $ 49,353 $ 51,919
--------- ---------
--------- ---------
Net income....................................................................... $ 1,313 $ 1,268
--------- ---------
--------- ---------
Income (loss) applicable to common stock......................................... $ (176) $ 1,219
--------- ---------
--------- ---------
Income (loss) per common share:
Primary........................................................................ $ (0.04) $ 0.09
--------- ---------
--------- ---------
Fully diluted.................................................................. N/A $ 0.07
---------
---------
Weighted average number of common shares outstanding:
Primary........................................................................ 4,228 12,835
--------- ---------
--------- ---------
Fully diluted.................................................................. N/A 18,184
---------
---------
</TABLE>

5. INCOME PER SHARE
Primary income per common and common equivalent share is calculated by
dividing the income attributable to common stock (net income less preferred
stock dividend requirements and accretion of preferred stock issuance costs) by
the weighted average number of common and common equivalent shares outstanding
during each period, assuming the exercise of all stock options and warrants,
when dilutive, with an exercise price less than the average market price of the
common stock using the treasury stock method. Fully diluted income per share was
not presented for the quarter ended March 31, 1995, due to the anti-dilutive
effect of such calculation. The fully diluted income per share computation for
the quarter ended March 31, 1996, assumed the conversion of 2,608,176 shares of
convertible preferred stock into a weighted average of 5,216,027 common shares,
and that no preferred dividends on the preferred stock were provided (See Note
6).

The weighted average number of shares used in computing income (loss) per
share are as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1995 1996
----------- -------------
<S> <C> <C>
Primary.......................................................... 4,277,975 12,835,211
----------- -------------
----------- -------------
Fully Diluted.................................................... N/A 18,183,900
-------------
-------------
</TABLE>

F-94
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
Effective December 31, 1995, the Company and its Preferred shareholders
entered into the 1995 Recapitalization Agreement that, among other things,
eliminated the accrual of future dividends on its outstanding Preferred Stock.
At March 31, 1996, the Company had outstanding 2,608,176 shares of Series C and
D Cumulative Convertible Redeemable Preferred Stock (collectively, "Preferred
Stock") which were convertible into 5,216,352 shares of common stock. The
Company's Certificate of Incorporation, as amended, certain preferred stock
purchase agreements, and its Senior and other debt agreements prohibit or place
limitations on the payment of cash dividends to holders of preferred and common
stock.

7. INCOME TAXES
The income tax provision recorded for the quarters ended March 31, 1995 and
1996 differs from the expected income tax provision due to permanent
differences, the provision for state income taxes and the realization of net
deferred tax assets.

8. CONTINGENCIES

LITIGATION. The Company is subject to claims and legal actions arising in
the ordinary course of operations. In the opinion of management, the ultimate
resolution of such pending legal proceedings will not have a material effect on
the Company's financial position, results of operations or liquidity.

PROFESSIONAL LIABILITY. The Company is self-insured up to $1,000,000 per
occurrence for the payment of claims arising from professional liability risks.
The Company has accrued liabilities for potential professional liability risks
based on estimates for losses limited to $1,000,000 per occurrence and
$4,000,000 in the aggregate. The Company is further insured by a commercial
insurer for claims in excess of these limits up to an additional $10,000,000
over its self-insured retention. In the opinion of management, any unaccrued
damages awarded will not have a material adverse effect on the Company's
financial position, results of operations or liquidity.

9. SUBSEQUENT EVENT
Effective April 12, 1996, the Company executed a definitive Agreement and
Plan of Merger (the "Merger Agreement") with Paracelsus Healthcare Corporation,
a privately held California corporation ("Paracelsus") and PC Merger Sub., Inc.,
a newly formed Paracelsus subsidiary. The Merger Agreement provides for, among
other things, the merger of PC Merger Sub., Inc. with and into the Company (the
"Merger"). Each share of the Company's common stock will convert into one share
of Paracelsus common stock, and each share of the Company's Preferred Stock will
convert into two shares of Paracelsus common stock. Dr. Manfred George
Krukemeyer, currently the Chairman of the Board and sole shareholder of
Paracelsus, and members of Paracelsus management will own approximately 60% of
the Company, and current Company security holders will own approximately 40% of
Paracelsus common stock on a fully diluted basis. The consummation of the Merger
is conditioned upon, among other things, Dr. Krukemeyer entering into a
shareholder agreement (the "Shareholder Agreement") with Paracelsus to be
effective at the time of the Merger. The Shareholder Agreement, among other
things, set forth (i) restrictions on certain acquisitions and dispositions of
Paracelsus voting securities, (ii) certain rights and obligations relating to
board representation and (iii) certain rights of first refusal for Dr.
Krukemeyer. The Shareholder agreement will also impose other customary
standstill restrictions. The Merger is subject to a number of customary
conditions including filings with the Securities and Exchange Commission,
approval of the stockholders of the Company and Paracelsus, and antitrust
filings. In the event that the Merger Agreement is terminated, under certain
circumstances Paracelsus and the Company have agreed to pay a termination fee to
the other.

Effective April 12, 1996, the Company and holders of its 11% Senior
Subordinated Notes under agreements dated December 31, 1993, (the "Series D
Notes") and May 1, 1995, (the "Series E Notes")

F-95
<PAGE>
CHAMPION HEALTHCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. SUBSEQUENT EVENT (CONTINUED)
and certain holders of its Preferred Stock entered into an Agreement in
Contemplation of the Merger, that among other things provided (i) the parties
thereto holding shares of Preferred Stock agreed to vote their Preferred Shares
for the Merger, (ii) the holders of the Series D Notes agreed among other things
(a) to waive any rights to cause the Company to purchase from such holders the
Series D Notes in the event of a change in control caused by the Merger and (b)
surrender their Series D Notes for prepayment at a premium depending upon the
year of prepayment, and (iii) the holder of the Series E Notes agreed among
other things (x) to waive any rights to cause the Company to purchase from such
holders the Series E Notes in the event of a change in control caused by the
Merger and (y) to surrender their Series E Notes for prepayment at a premium
depending upon the year of such prepayment and upon whether warrants to purchase
Company common stock are surrendered in connection with such prepayment.

Pursuant to the 1995 Recapitalization Agreement entered into by the Company
and certain of its security holders effective December 31, 1995, the Company
agreed to reduce the exercise prices of one series of 680,104 warrants from
$5.90 to $5.25 per share and two series totaling 2,447,670 warrants from $9.00
to $7.00 per shares until May 13, 1996, after which the exercise prices revert
to their prior amounts. As of May 13, 1996, warrants have been exercised to
purchase approximately 2,370,000 shares of common stock, resulting in cash
proceeds to the Company of approximately $8,715,000 and the tender of
approximately $4,840,000 in Company subordinated notes in lieu of cash.

On January 31, 1996, the Company entered into a letter of intent to sell the
149 bed Lakeland Regional Hospital in Springfield, MO, to Columbia/HCA
Healthcare Corporation in exchange for the 100 bed Poplar Springs Hospital in
Petersburg, VA. Both facilities are psychiatric hospitals. On May 6, 1996, the
Company and Columbia mutually agreed to terminate this transaction.

F-96
<PAGE>
PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS

The Paracelsus and Champion Unaudited Pro Forma Condensed Combining
Financial Statements set forth below have been derived from the Paracelsus
Unaudited Pro Forma Condensed Combining Financial Statements and the Champion
Unaudited Pro Forma Condensed Combining Statements of Income and Unaudited
Historical Condensed Balance Sheet included elsewhere in this Prospectus. The
Paracelsus and Champion Unaudited Pro Forma Condensed Combining Financial
Statements reflect the effect of the Merger and certain related transactions, in
each case as if such transactions had occurred at the beginning of each period
presented for purposes of the pro forma income statements and operating data and
on March 31, 1996 for purposes of the pro forma balance sheet. The Paracelsus
and Champion Unaudited Pro Forma Condensed Combining Financial Statements also
give effect to certain acquisitions and dispositions by each of Paracelsus and
Champion completed since the beginning of each of the periods presented.

The Paracelsus and Champion Unaudited Pro Forma Condensed Combining
Statement of Income for the fiscal year ended September 30, 1995 includes
Paracelsus' historical results of operations for the fiscal year ended September
30, 1995 and Champion's historical results of operations for the year ended
December 31, 1995. The Paracelsus and Champion Unaudited Pro Forma Condensed
Combining Statement of Income for the six months ended March 31, 1995 and 1996
include Paracelsus' and Champion's historical results of operations for the same
six-month periods. The Unaudited Pro Forma Condensed Combining Balance Sheet
includes the historical balance sheets of Paracelsus and Champion as of March
31, 1996.

The Paracelsus and Champion Unaudited Pro Forma Condensed Combining
Financial Statements set forth below and the Paracelsus Unaudited Pro Forma
Condensed Combining Financial Statements and the Champion Unaudited Pro Forma
Condensed Combining Statements of Income included elsewhere herein do not
purport to present the financial position or results of operations of Paracelsus
and Champion had the transactions and events assumed therein occurred on the
dates specified, nor are they necessarily indicative of the results of
operations that may be expected in the future. The Paracelsus and Champion
Unaudited Pro Forma Condensed Combining Financial Statements set forth below are
qualified in their entirety by reference to, and should be read in conjunction
with, the Paracelsus Unaudited Pro Forma Condensed Combining Financial
Statements and the Champion Unaudited Pro Forma Condensed Combining Statements
of Income and Unaudited Historical Condensed Balance Sheet included elsewhere in
this Prospectus. See "Risk Factors -- Significant Leverage," "Prospectus Summary
- -- Refinancings in Connection with the Merger," "Paracelsus Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Champion Management's Discussion and Analysis of Financial Condition and
Results of Operations."

PF-1
<PAGE>
PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS
PARACELSUS CHAMPION FOR THE PRO FORMA FOR
PRO FORMA PRO FORMA MERGER THE MERGER
<S> <C> <C> <C> <C>
Total operating revenues........................................ $ 501,633 $ 195,633 $ (367)(1) $ 696,899
Costs and expenses:
Salaries and benefits......................................... 206,035 82,040 288,075
Supplies...................................................... 44,816 26,012 70,828
Purchased services............................................ 59,302 26,688 85,990
Provision for bad debts....................................... 41,054 14,562 55,616
Other operating expenses...................................... 92,828 25,483 (400)(2) 117,911
Depreciation and amortization................................. 17,167 10,344 4,912(3) 31,635
(788)(4)
Interest...................................................... 17,241 15,738 3,824(5) 36,803
Equity in earnings of DHHS.................................... (8,881) (8,881)
Restructuring and unusual charges............................. 4,177 4,177
----------- ----------- ------------- -------------
Total costs and expenses........................................ 482,620 191,986 7,548 682,154
----------- ----------- ------------- -------------
Income before minority interests and income taxes............... 19,013 3,647 (7,915) 14,745
Minority interests.............................................. (1,927) (1,927)
----------- ----------- ------------- -------------
Income before income taxes...................................... 17,086 3,647 (7,915) 12,818
Income taxes.................................................... 7,005 277 (1,936)(6) 5,346
----------- ----------- ------------- -------------
Net income...................................................... 10,081 3,370 (5,979) 7,472
Preferred dividends accrued..................................... 11,331 (11,331)(7)
----------- ----------- ------------- -------------
Income (loss) applicable to common stock........................ $ 10,081 $ (7,961) $ 5,352 $ 7,472
----------- ----------- ------------- -------------
----------- ----------- ------------- -------------
Income (loss) per share....................................... $ (1.87) $ 0.15
----------- -------------
----------- -------------
Weighted average number of common and common equivalent shares
outstanding.................................................... 4,255 46,069(8) 50,324
----------- ------------- -------------
----------- ------------- -------------
Ratio of earnings to fixed charges (9).......................... 1.8x 1.2x 1.3x
----------- ----------- -------------
----------- ----------- -------------
</TABLE>

See notes to Paracelsus and Champion unaudited pro forma condensed combining
financial statements.

PF-2
<PAGE>
PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS
PARACELSUS CHAMPION FOR THE PRO FORMA FOR
PRO FORMA PRO FORMA MERGER THE MERGER
<S> <C> <C> <C> <C>
Total operating revenues........................................ $ 250,331 $ 97,109 $ (200)(1) $ 347,240
Costs and expenses:
Salaries and benefits......................................... 106,039 42,168 148,207
Supplies...................................................... 22,082 13,703 35,785
Purchased services............................................ 27,502 12,113 39,615
Provision for bad debts....................................... 19,061 7,943 27,004
Other operating expenses...................................... 44,796 12,823 (200)(2) 57,419
Depreciation and amortization................................. 8,665 4,413 2,456(3) 15,338
(196)(4)
Interest...................................................... 8,260 6,948 1,891(5) 17,099
Equity in earnings of DHHS.................................... (2,363) (2,363)
----------- ----------- ------------- -------------
Total costs and expenses........................................ 236,405 97,748 3,951 338,104
----------- ----------- ------------- -------------
Income (loss) before minority interests
and income taxes............................................... 13,926 (639) (4,151) 9,136
Minority interests.............................................. (1,204) (1,204)
----------- ----------- ------------- -------------
Income (loss) before income taxes............................... 12,722 (639) (4,151) 7,932
Income taxes (benefit).......................................... 5,215 70 (1,048)(6) 4,237
----------- ----------- ------------- -------------
Net income (loss)............................................... 7,507 (709) (3,103) 3,695
Preferred dividends accrued..................................... 2,727 (2,727)(7)
----------- ----------- ------------- -------------
Income (loss) applicable to common stock........................ $ 7,507 $ (3,436) $ (376) $ 3,695
----------- ----------- ------------- -------------
----------- ----------- ------------- -------------
Income (loss) per share......................................... $ (0.81) $ 0.07
----------- -------------
----------- -------------
Weighted average number of common and common equivalent shares
outstanding.................................................... 4,244 46,083(8) 50,327
----------- ------------- -------------
----------- ------------- -------------
Ratio of earnings to fixed charges (9).......................... 2.2x -- 1.4x
----------- ----------- -------------
----------- ----------- -------------
</TABLE>

See notes to Paracelsus and Champion unaudited pro forma condensed combining
financial statements.

PF-3
<PAGE>
PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADJUSTMENTS PRO FORMA
PARACELSUS CHAMPION FOR THE FOR THE
PRO FORMA PRO FORMA MERGER MERGER
<S> <C> <C> <C> <C>
Total operating revenues.................................... $ 265,626 $ 103,089 $ (160)(1) $ 368,555
Costs and expenses:
Salaries and benefits..................................... 111,987 43,940 155,927
Supplies.................................................. 21,604 13,113 34,717
Purchased services........................................ 33,786 13,757 47,543
Provision for bad debts................................... 20,987 6,858 27,845
Other operating expenses.................................. 46,393 13,135 (200)(2) 59,328
Depreciation and amortization............................. 8,275 6,905 2,456(3) 17,137
(499)(4)
Interest.................................................. 8,863 9,187 1,636(5) 19,686
Equity in earnings of DHHS................................ (6,609) (6,609)
Settlement costs.......................................... 22,356 22,356
----------- ----------- ------------ -----------
Total costs and expenses.................................... 274,251 100,286 3,393 377,930
----------- ----------- ------------ -----------
Income (loss) before minority interests
and income taxes........................................... (8,625) 2,803 (3,553) (9,375)
Minority interests.......................................... (1,072) (1,072)
----------- ----------- ------------ -----------
Income (loss) before income taxes........................... (9,697) 2,803 (3,553) (10,447)
Income taxes (benefit)...................................... (3,976) 1,037 (802)(6) (3,741)
----------- ----------- ------------ -----------
Net income (loss)........................................... (5,721) 1,766 (2,751) (6,706)
Preferred dividends accrued................................. 6,899 (6,899)(7)
----------- ----------- ------------ -----------
Income (loss) applicable to common stock.................... $ (5,721) $ (5,133) $ 4,148 $ (6,706)
----------- ----------- ------------ -----------
----------- ----------- ------------ -----------
Loss per share.............................................. $ (0.63) $ (0.14)
----------- -----------
----------- -----------
Weighted average number of common and common equivalent
shares outstanding......................................... 8,121 38,880(8) 47,001
----------- ------------ -----------
----------- ------------ -----------
Ratio of earnings to fixed charges (9)...................... -- 1.3x --
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See notes to Paracelsus and Champion unaudited pro forma condensed combining
financial statements.

PF-4
<PAGE>
PARACELSUS AND CHAMPION
UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADJUSTMENTS PRO FORMA
PARACELSUS CHAMPION FOR THE FOR THE
PRO FORMA HISTORICAL(A) MERGER MERGER

<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................... $ 3,149 $ 5,670 $(53,667)(10) $ 8,819
53,667(10)
Marketable securities................................................... 10,051 -- 10,051
Accounts receivable, less allowance for uncollectibles.................. 100,015 36,407 136,422
Supplies................................................................ 9,652 3,872 13,524
Deferred income taxes................................................... 26,463 2,521 18,646(11) 47,630
Other current assets.................................................... 4,918 3,769 (1,000)(12) 7,687
--------- ------------- ------------- ---------
Total current assets.................................................. 154,248 52,239 17,646 224,133
Property and equipment, net of accumulated depreciation................... 195,809 166,997 38,022(13) 400,828
Investment in DHHS........................................................ 52,118 52,118
Other assets.............................................................. 57,854 36,668 60,215(13) 151,737
(3,000)(12)
--------- ------------- ------------- ---------
Total assets.......................................................... $ 407,911 $308,022 $112,883 $ 828,816
--------- ------------- ------------- ---------
--------- ------------- ------------- ---------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other current liabilities.......................... $ 77,411 $ 33,655 $ 4,000(14) $ 115,066
Current maturities of long-term debt.................................... 458 2,834 3,292
--------- ------------- ------------- ---------
Total current liabilities............................................. 77,869 36,489 4,000 118,358
Long-term debt and capital lease obligations.............................. 183,102 181,212 49,667(10) 413,981
Deferred income taxes..................................................... 24,607 7,394 15,589(13) 47,590
Other long-term liabilities............................................... 25,968 3,051 1,500(14) 30,519
Redeemable preferred stock................................................ 46,078 (46,078)(13)
Shareholders' equity...................................................... 96,365 33,798 (21,113)(15) 218,368
(9,604)(16)
5,478(13)
147,242(13)
(33,798)(13)
--------- ------------- ------------- ---------
Total liabilities and shareholders' equity............................ $ 407,911 $308,022 $112,883 $ 828,816
--------- ------------- ------------- ---------
--------- ------------- ------------- ---------
</TABLE>

- ------------------------
(a) There are no pro forma adjustments to the Champion historical balance sheet.

See notes to Paracelsus and Champion unaudited pro forma condensed combining
financial statements.

PF-5
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS

(1) To reflect the pro forma reduction in interest income as a result of the
repayment of a $4,000,000 promissory note due to Paracelsus, which is
expected to be paid in full by Dr. Krukemeyer contemporaneously with the
payment of the Dividend.

(2) To reflect the pro forma reduction in other operating expenses due to the
termination of the Know-how Contract upon consummation of the Merger. See
"Certain Relationships and Related Transactions -- Other Transactions."

(3) To adjust depreciation and amortization expense based on the revaluation of
Champion's depreciable assets and the increase in goodwill in connection
with the allocated purchase price (see Note 13). The acquired assets are
estimated to have an average remaining useful life of approximately 20
years based on the Company's assumption that Champion's hospital assets
consist of 65% buildings and improvements and 35% equipment with the useful
lives of such assets determined in accordance with Paracelsus' depreciation
policy (35 years, 20 years and 10 years for buildings, improvements and
equipment, respectively). Cost in excess of the fair market value of net
assets acquired ("Goodwill") is amortized on a straight line basis over a
20 year period.

(4) To record the pro forma decrease in amortization of deferred financing
costs associated with the Champion Credit Facility, Champion Notes and
certain other Champion indebtedness. Unaudited Pro Forma Condensed
Combining Statements of Income assume that no value is assigned to such
deferred financing costs in connection with the purchase price allocation.

(5) To record interest expense on the pro forma increase of approximately
$42,482,000 in the Existing Paracelsus Credit Facility to pay for various
Merger related expenditures (See Note 10) and the pro forma issuance of the
Shareholder Subordinated Note. The interest rates in effect under the
Existing Paracelsus Credit Facility were 7.9% for the year ended September
30, 1995, 7.8% for the six months ended March 31, 1995, and 6.6% for the
six months ended March 31, 1996. The Shareholder Subordinated Note will
have an annual interest rate of 6.51%. The following table summarizes the
pro forma change in interest expense.

<TABLE>
<CAPTION>
FISCAL YEAR SIX MONTHS ENDED
ENDED MARCH 31,
SEPTEMBER 30, --------------------
1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Merger related increase in Existing Paracelsus Credit
Facility................................................. $ 3,356 $ 1,657 $ 1,402
Shareholder Subordinated Note............................. 468 234 234
------------- --------- ---------
Pro forma adjustment.................................. $ 3,824 $ 1,891 $ 1,636
------------- --------- ---------
------------- --------- ---------
</TABLE>

PF-6
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(6) To reflect the pro forma provision for income taxes at the effective rate
(41%) giving effect to the acquired operations and excluding the
amortization of Goodwill, which is non-deductible for tax purposes.

<TABLE>
<CAPTION>
FISCAL YEAR SIX MONTHS ENDED
ENDED MARCH 31,
SEPTEMBER 30, --------------------
1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Pro forma adjustments to income before income taxes..... $ 7,915 $ 4,151 $ 3,553
Non-deductible Goodwill amortization.................... (3,193) (1,596) (1,596)
------------- --------- ---------
4,722 2,555 1,957
Effective tax rate...................................... 41% 41% 41%
------------- --------- ---------
Pro forma adjustment.................................. $ 1,936 $ 1,048 $ 802
------------- --------- ---------
------------- --------- ---------
</TABLE>

(7) To eliminate the historical dividend requirements on the Champion Preferred
Stock outstanding during the respective periods as a result of the
conversion of each share of Champion Preferred Stock into two shares of
Paracelsus Common Stock pursuant to the Merger.

PF-7
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(8) To adjust common and common equivalent shares used to calculate income
(loss) per share. The pro forma adjustment reflects the following events
related to the Merger for the fiscal year ended September 30, 1995 and the
six months ended March 31, 1995 and 1996 as more specifically described
below:

<TABLE>
<CAPTION>
FISCAL YEAR SIX MONTHS ENDED
ENDED MARCH 31,
SEPTEMBER 30, --------------------
1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C>
Paracelsus Stock Split of each share of Paracelsus
Common Stock outstanding prior to the Effective Time
of the Merger into 66,159.426 shares of Paracelsus
Common Stock.......................................... 29,772 29,772 29,772
Dilutive effect of shares of Champion Common Stock
issued during the period in connection with (i) the
exercise of Champion Options and Champion Warrants and
(ii) the conversion of Champion Preferred Stock into
Champion Common Stock in connection with Champion's
1995 recapitalization................................. 7,613 2,809 3,892
Dilutive effect of Champion Common Stock equivalents,
based on the treasury stock method using the
historical stock prices of Champion Common Stock...... 729 837 -- (a)
Conversion of each share of Champion Preferred Stock
into two shares of Paracelsus Common Stock in the
Merger................................................ 5,211 9,920 5,216
Dilutive effect of Paracelsus Options to be outstanding
upon consummation of the Merger, based on the treasury
stock method using the historical stock prices of
Champion Common Stock................................. 2,744 2,745 -- (a)
------------- --------- ---------
Pro forma adjustment................................... 46,069 46,083 38,880
------------- --------- ---------
------------- --------- ---------
</TABLE>

-------------------------------
(a) Not applicable due to anti-dilutive impact.

(9) For purposes of computing the ratio of earnings to fixed charges, earnings
include income before fixed charges, provision for Federal and state income
taxes and minority interests. Fixed charges consist of interest expense,
including amortization of financing costs and the interest component of
capitalized leases and that portion of operating lease expense which
management believes is representative of the interest component of rental
expenses. For the six months ended March 31, 1995, Champion pro forma
earnings were inadequate to cover fixed charges by $639,000. For the six
months ended March 31, 1996, after giving effect to the Merger, combined
pro forma earnings were inadequate to cover fixed charges by $9,375,000.

PF-8
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(10) To reflect the pro forma sources and uses of cash in connection with the
Shareholder Subordinated Note and other Merger-related expenditures as of
March 31, 1996, summarized as follows (in thousands):

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENT ADJUSTMENT
TO CASH TO DEBT
(IN THOUSANDS)
<S> <C> <C>
Sources:
Merger related increase in Existing Paracelsus Credit Facility..... $ 42,482 $ 42,482
Shareholder Subordinated Note...................................... 7,185 7,185
Repayment of Dr. Krukemeyer's promissory note due to Paracelsus.... 4,000
----------- -----------
Pro forma adjustment -- total sources.......................... $ 53,667 $ 49,667
----------- -----------
----------- -----------
Uses:
Estimated Merger expenses.......................................... $ 6,000
Bonuses to be paid to Champion officers upon consummation of the
Merger............................................................ 3,054
Cash compensation paid in connection with the cancellation of the
Phantom Equity Plan (as defined below)............................ 20,500
Estimated severance and relocation costs........................... 3,000
Paracelsus Dividend................................................ 21,113
-----------
Pro forma adjustment -- total uses............................. $ 53,667
-----------
-----------
</TABLE>

(11) To record current deferred tax assets at the effective rate (41%) resulting
from the following Merger-related events (in thousands):

<TABLE>
<S> <C>
Compensation expense associated with the cancellation of the
Phantom Equity Plan:
Cash compensation............................................... $ 20,500
Grant of Value Options.......................................... 12,317
Estimated severance and relocation costs.......................... 3,000
Record vesting of Paracelsus employees in SERP (as defined below)
upon consummation of the Merger.................................. 4,000
Compensation expense associated with Paracelsus Options granted to
Paracelsus officers and directors................................ 3,833
---------
43,650
Income tax benefit at the effective rate of 41%................... 41%
---------
17,896
Reversal of valuation allowance on Champion deferred tax assets... 750
---------
Pro forma adjustment............................................ $ 18,646
---------
---------
</TABLE>

PF-9
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

(12) To reflect the pro forma repayment of Dr. Krukemeyer's promissory note due
to Paracelsus ($1,000,000 current, $3,000,000 long-term (see Note 10)).

(13) To record the Merger using the purchase method of accounting, including the
adjustment of Champion's balance sheet to reflect the estimated fair market
value of its property and equipment, based on the per share market price of
Champion Common Stock on April 12, 1996, the last trading day prior to the
announcement of the Merger ($10.50), less a 25% discount to reflect the
limited number of shares of Champion Common Stock that were freely tradable
at the date of the Merger. The Merger Agreement does not specify the
Champion Common Stock market price to be used in the calculation of the
purchase price. The purchase price allocation reflected in the Unaudited
Pro Forma Condensed Combining Balance Sheet is based upon the best
information currently available without a final independent appraisal of
Champion's facilities. For the purpose of allocating net acquisition costs
among the Champion assets acquired, Paracelsus has tentatively allocated
35% of the excess acquisition cost over the carrying value of Champion's
assets to property and equipment and 65% to Goodwill. It is the intention
of Paracelsus and Champion to more fully evaluate the net assets acquired
and, as a result, the allocation of acquisition cost may change. Paracelsus
and Champion do not expect the final allocation of acquisition cost to be
materially different from that assumed in the Unaudited Pro Forma Condensed
Combining Balance Sheet. The following table summarizes the calculation of
the preliminary purchase price allocation (in thousands, except market
price data):

<TABLE>
<S> <C> <C> <C>
Champion common and common equivalent shares outstanding (a)......... 21,856
Discounted per share price (b)....................................... $ 7.88
---------
Discounted market value of Champion Common Stock..................... $ 172,225
Less proceeds from options and warrants assumed exercised............ (24,983)
---------
147,242
Plus: Estimated Merger expenses................................. 6,000
Bonuses to be paid to Champion officers upon consummation
of the Merger............................................ 3,054
Prior service cost of including certain Champion officers
in SERP.................................................. 1,500
Market value of Paracelsus Options to be granted to
Champion officers........................................ 5,478
---------
Total purchase price.................................... 163,274
Less: Champion stockholders' equity............................. $ (33,798)
Champion Preferred Stock.................................. (46,078)
Reversal of valuation allowance on Champion deferred tax
assets (see Note 11)..................................... (750)
Plus assets not acquired:
Champion Goodwill......................................... 21,238
Champion deferred financing costs......................... 4,749
---------
Net assets acquired....................................... (54,639)
---------
Acquisition cost in excess of net assets acquired....... $ 108,635
---------
---------

ALLOCATION OF ACQUISITION COSTS IN EXCESS OF NET ASSETS ACQUIRED:
Acquisition costs in excess of net assets acquired allocated to
property and equipment -- 35%....................................... $ 38,022
---------
---------
Acquisition costs in excess of net assets acquired allocated to
Goodwill -- 65%..................................................... $ 70,613
Less: Champion Goodwill......................................... (21,238)
Champion deferred financing costs......................... (4,749)
---------
44,626
Pro forma increase in deferred tax liability due to step up in
property and equipment.............................................. 15,589
---------
Net pro forma adjustment to Goodwill................................. $ 60,215
---------
---------
</TABLE>

PF-10
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

- --------------------------

<TABLE>
<C> <S> <C>
(a) Champion total common and common equivalent shares consist of the
following components as of March 31, 1996:
Shares of Champion Common Stock outstanding........................... 12,013
Conversion of Champion Preferred Stock (each share of Champion
Preferred Stock into two shares of Paracelsus Common Stock in the
Merger).............................................................. 5,216
Champion Options, Champion Warrants and subscription for Champion
Common Stock Shares assumed exercised................................ 4,627
---------
Champion total common and common equivalent shares outstanding........ 21,856
---------
---------
(b) Per share discount of Champion Common Stock:
Market price of Champion Common Stock on April 12, 1996, the last
trading date prior to the announcement of the Merger................. $ 10.50
Estimated discounted value due to limited liquidity of Champion Common
Stock................................................................ 75%
---------
Discounted per share price............................................ $ 7.88
---------
---------
</TABLE>

(14) To record a pro forma increase in current liabilities of approximately
$4,000,000 in connection with the vesting of Paracelsus employees in the
SERP and a pro forma increase in long-term liabilities of approximately
$1,500,000 as a result of the inclusion of the certain Champion officers in
the SERP.

(15) To reflect the pro forma payment of the Dividend in the amount of
$21,113,000.

(16) To reflect the pro forma reduction in shareholders' equity for the
following Merger-related events (in thousands):

<TABLE>
<S> <C>
Cash compensation paid in connection with the cancellation of the
Phantom Equity Plan (see Note 10)................................ $ 20,500
Record vesting of Paracelsus employees in SERP upon consummation
of the Merger (see Note 14)...................................... 4,000
Estimated severance and relocation costs (see Note 10)............ 3,000
---------
Total......................................................... 27,500
---------
Less income tax effect:
Income tax benefit at the effective rate of 41%................. 11,275
Grant of Value Options upon cancellation of Phantom Equity
Plan........................................................... 5,050
Options granted to Paracelsus officers.......................... 1,571
---------
Net income tax effect......................................... 17,896
---------
Pro forma adjustment to shareholders' equity...................... $ 9,604
---------
---------
</TABLE>

The Unaudited Pro Forma Condensed Combining Statements of Income for the
fiscal year ended September 30, 1995 and the six months ended March 31, 1995 and
1996, exclude the effects of the following charges resulting from the Merger (in
thousands):

<TABLE>
<S> <C>
Total charges excluded from the Unaudited Pro Forma Condensed
Combining Statements of Income (see Note 11).................... $ 43,650
Income tax benefit at the effective rate of 41%.................. (17,896)
---------
Net reduction to income (loss) applicable to common stock........ $ 25,754
---------
---------
</TABLE>

PF-11
<PAGE>
NOTES TO PARACELSUS AND CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING FINANCIAL STATEMENTS (CONTINUED)

Loss per share would have been the following if the impact of such
charges were reflected on the Unaudited Pro Forma Condensed Combining
Statements of Income:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED --------------------
SEPTEMBER 30, 1995 1995 1996

<S> <C> <C> <C>
Loss per share.............................. $ (0.39) $ (0.47) $ (0.69)
------ --------- ---------
------ --------- ---------
</TABLE>

PF-12
<PAGE>
PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS

The following tables present the Paracelsus Unaudited Pro Forma Condensed
Combining Balance Sheet as of March 31, 1996, and the Paracelsus Unaudited Pro
Forma Condensed Combining Statements of Income for the six months ended March
31, 1996 and 1995 and the fiscal year ended September 30, 1995, to reflect the
effect of the acquisition by Paracelsus of the Columbia Hospitals (Pioneer, a
139-bed hospital in West Valley City, Utah, Davis, a 120-bed hospital in Layton,
Utah, and Santa Rosa, a 129-bed hospital in Milton, Florida) on May 17, 1996,
the sale by Paracelsus of Womans Hospital, a 111-bed hospital in Jackson,
Mississippi on September 30, 1995 and the closure of the Closed Facility,
Bellwood Health Center, a psychiatric facility in Bellwood, California, on April
24, 1995. The Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet
assumes that the acquisition of the Columbia Hospitals occurred on March 31,
1996, and the Paracelsus Unaudited Pro Forma Combining Statements of Income
assume that the acquisition of the Columbia Hospitals occurred at the beginning
of each period and the sale of Womans Hospital and the closure of the Closed
Facility occurred on October 1, 1994.

Paracelsus acquired the Columbia Hospitals from Columbia for consideration
consisting of $38,500,000 in cash and the exchange of the Exchanged Hospitals
(Peninsula, a 119-bed hospital in Ormond Beach, Florida, Elmwood, a 135-bed
hospital in Jefferson, Louisiana, and Halstead, a 190-bed hospital in Halstead,
Kansas). The acquisition was accounted for as a purchase transaction. Paracelsus
financed the cash portion of the acquisition of the Columbia Hospitals from
borrowings under the Existing Paracelsus Credit Facility. Paracelsus also
engaged in the Real Property Purchase and Sale Transaction whereby it purchased
the real property of Elmwood and Halstead from a REIT, exchanged the Elmwood and
Halstead real properties with Columbia for Pioneer's real property, and sold
Pioneer's real property to the REIT.

Paracelsus sold Womans Hospital to the facility's lessee for $17,800,000 in
cash, which resulted in a gain of $9,189,000. In August of 1994, Paracelsus had
divested the operations of Womans Hospital and entered into an operating lease
agreement with the lessee, which granted the lessee the option to purchase the
facility at an amount defined in the lease agreement.

In connection with the closure of the Closed Facility, Paracelsus recorded a
restructuring charge of $973,000 for employee severance benefits and contract
termination costs.

The Paracelsus Unaudited Pro Forma Condensed Combining Statement of Income
for the fiscal year ended September 30, 1995 includes Paracelsus' historical
results of operations for the fiscal year ended September 30, 1995 and the
Columbia Hospitals' historical results of operations for the year ended December
31, 1995. The Paracelsus Unaudited Pro Forma Condensed Combining Statements of
Income for the six months ended March 31, 1995 and 1996 include Paracelsus' and
the Columbia Hospitals' historical results of operations for the same six-month
period. The Paracelsus Unaudited Pro Forma Condensed Combining Balance Sheet
includes the historical balance sheets of Paracelsus and the Columbia Hospitals
as of March 31, 1996.

The Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements
do not purport to present the financial position or results of operations of
Paracelsus had the acquisitions occurred on the dates specified, nor are they
necessarily indicative of the results of operations that may be expected in the
future. The Paracelsus Unaudited Pro Forma Condensed Combining Financial
Statements following are qualified in their entirety by reference to, and should
be read in conjunction with, the historical consolidated financial statements of
Paracelsus and the historical combined financial statements of the Columbia
Hospitals included elsewhere herein.

PF-13
<PAGE>
PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
BELLWOOD
WOMANS HEALTH
HOSPITAL CENTER
(OCTOBER 1, (OCTOBER 1,
1994 TO 1994 TO
PARACELSUS COLUMBIA SEPTEMBER APRIL 24, PRO FORMA PARACELSUS
HISTORICAL HOSPITALS 30, 1995) 1995) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Total operating revenues......................... $509,729 $105,307 $(11,003) $(5,706) $(96,694)(1) $501,633
Costs and expenses:
Salaries and benefits.......................... 209,672 39,088 -- (1,731) (40,994)(1) 206,035
Supplies....................................... 40,780 14,680 -- (5) (10,639)(1) 44,816
Purchased services............................. 58,113 10,158 -- (594) (8,375)(1) 59,302
Provision for bad debts........................ 39,277 7,515 -- (843) (4,895)(1) 41,054
Other operating expenses....................... 99,777 17,776 (265) (4,208) (20,252)(2) 92,828
Depreciation and amortization.................. 17,276 5,570 (622) (183) (4,874)(3) 17,167
Interest....................................... 15,746 3,280 -- (228) (1,557)(4) 17,241
Restructuring and unusual charges.............. 5,150 -- -- (973) 4,177
---------- --------- ------------ ----------- ------------ ---------
Total costs and expenses......................... 485,791 98,067 (887) (8,765) (91,586) 482,620
---------- --------- ------------ ----------- ------------ ---------
Income before minority interests and income
taxes........................................... 23,938 7,240 (10,116) 3,059 (5,108) 19,013
Minority interests............................... (1,927) -- -- -- (1,927)
---------- --------- ------------ ----------- ------------ ---------
Income (loss) before income taxes................ 22,011 7,240 (10,116) 3,059 (5,108) 17,086
Income taxes (benefit)........................... 9,024 2,869 (4,148) 1,254 (1,994)(5) 7,005
---------- --------- ------------ ----------- ------------ ---------
Net income (loss)................................ $ 12,987 $ 4,371 $ (5,968) $ 1,805 $ (3,114) $ 10,081
---------- --------- ------------ ----------- ------------ ---------
---------- --------- ------------ ----------- ------------ ---------
Ratio of earnings to fixed
charges (9)..................................... 2.1x 1.8x
---------- ---------
---------- ---------
</TABLE>

See notes to Paracelsus unaudited pro forma condensed combining financial
statements.

PF-14
<PAGE>
PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
PARACELSUS COLUMBIA WOMANS BELLWOOD PRO FORMA PARACELSUS
HISTORICAL HOSPITALS HOSPITAL HEALTH CENTER ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Total operating revenues......... $ 252,356 $ 52,136 $ (922) $ (5,389) $ (47,850)(1) $ 250,331
Costs and expenses:
Salaries and benefits.......... 108,575 18,674 (1,731) (19,479)(1) 106,039
Supplies....................... 21,432 7,093 (5) (6,438)(1) 22,082
Purchased services............. 28,118 4,701 (594) (4,723)(1) 27,502
Provision for bad debts........ 19,283 3,116 (843) (2,495)(1) 19,061
Other operating expenses....... 46,730 7,215 (121) (2,261) (6,767)(2) 44,796
Depreciation and
amortization.................. 8,734 3,165 (309) (129) (2,796)(3) 8,665
Interest....................... 7,652 1,832 (114) (1,110)(4) 8,260
----------- ----------- ----------- ------------- ------------- -----------
Total costs and expenses......... 240,524 45,796 (430) (5,677) (43,808) 236,405
----------- ----------- ----------- ------------- ------------- -----------
Income (loss) before minority
interests and income taxes...... 11,832 6,340 (492) 288 (4,042) 13,926
Minority interests............... (1,204) -- -- -- -- (1,204)
----------- ----------- ----------- ------------- ------------- -----------
Income (loss) before income
taxes........................... 10,628 6,340 (492) 288 (4,042) 12,722
Income taxes (benefit)........... 4,357 2,599 (202) 118 (1,657)(5) 5,215
----------- ----------- ----------- ------------- ------------- -----------
Net income (loss)................ $ 6,271 $ 3,741 $ (290) $ 170 $ (2,385) $ 7,507
----------- ----------- ----------- ------------- ------------- -----------
----------- ----------- ----------- ------------- ------------- -----------
Ratio of earnings to fixed
charges (9)..................... 2.1x 2.2x
----------- -----------
----------- -----------
</TABLE>

See notes to Paracelsus unaudited pro forma condensed combining financial
statements.

PF-15
<PAGE>
PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PARACELSUS COLUMBIA PRO FORMA PARACELSUS
HISTORICAL HOSPITALS ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Total operating revenues................................... $ 260,590 $ 54,999 $ (49,963)(1) $ 265,626
Costs and expenses:
Salaries and benefits.................................... 113,162 21,096 (22,271)(1) 111,987
Supplies................................................. 19,363 7,769 (5,528)(1) 21,604
Purchased services....................................... 34,174 5,301 (5,689)(1) 33,786
Provision for bad debts.................................. 20,191 3,264 (2,468)(1) 20,987
Other operating expenses................................. 46,906 12,849 (13,362)(2) 46,393
Depreciation and amortization............................ 7,972 3,134 (2,831)(3) 8,275
Interest................................................. 7,685 1,377 (199)(4) 8,863
Settlement costs......................................... 22,356 -- 22,356
----------- --------- -------------- -----------
Total costs and expenses................................... 271,809 54,790 (52,348) 274,251
----------- --------- -------------- -----------
Income (loss) before minority interests and income taxes... (11,219) 209 2,385 (8,625)
Minority interests......................................... (1,072) -- (1,072)
----------- --------- -------------- -----------
Income (loss) before income taxes.......................... (12,291) 209 2,385 (9,697)
Income taxes (benefit)..................................... (5,040) 86 978(5) (3,976)
----------- --------- -------------- -----------
Net income (loss).......................................... $ (7,251) $ 123 $ 1,407 $ (5,721)
----------- --------- -------------- -----------
----------- --------- -------------- -----------
Ratio of earnings to fixed charges (9)..................... -- --
----------- -----------
----------- -----------
</TABLE>

See notes to Paracelsus unaudited pro forma condensed combining financial
statements.

PF-16
<PAGE>
PARACELSUS UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PARACELSUS COLUMBIA PRO FORMA PARACELSUS
HISTORICAL HOSPITALS ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 3,149 $ 206 $ (206)(6) $ 3,149
Marketable securities.................................. 10,051 -- 10,051
Accounts receivable, less allowance for
uncollectibles........................................ 100,121 15,664 (15,770)(6)(7) 100,015
Supplies............................................... 10,634 2,019 (3,001)(6)(7) 9,652
Deferred income taxes.................................. 26,463 -- 26,463
Other current assets................................... 4,798 1,040 (920)(6)(7) 4,918
----------- --------- -------- -----------
Total current assets................................. 155,216 18,929 (19,897) 154,248
Property and equipment, net of accumulated depreciation
and amortization........................................ 165,729 47,561 (17,481)(8) 195,809
Other assets............................................. 47,271 12,781 (2,198)(6)(8) 57,854
----------- --------- -------- -----------
Total assets......................................... $ 368,216 $ 79,271 $ (39,576) $ 407,911
----------- --------- -------- -----------
----------- --------- -------- -----------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and other current liabilities......... $ 76,615 $ 8,750 $ (7,954)(6)(7) $ 77,411
Current maturities of long-term debt and capital lease
obligations........................................... 5,186 -- (4,728)(4) 458
----------- --------- -------- -----------
Total current liabilities............................ 81,801 8,750 (12,682) 77,869
Long-term debt and capital lease obligations............. 139,475 -- 43,627(4) 183,102
Deferred income taxes.................................... 24,607 -- 24,607
Other long-term liabilities.............................. 25,968 36,324 (36,324)(6) 25,968
Shareholder's equity..................................... 96,365 34,197 (34,197)(6) 96,365
----------- --------- -------- -----------
Total liabilities and shareholder's equity........... $ 368,216 $ 79,271 $ (39,576) $ 407,911
----------- --------- -------- -----------
----------- --------- -------- -----------
</TABLE>

See notes to Paracelsus unaudited pro forma condensed combining financial
statements.

PF-17
<PAGE>
NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED
COMBINING FINANCIAL STATEMENTS

(1) To remove the historical operating results of the Exchanged Hospitals.

(2) To adjust other operating expenses for the exchange of the Exchanged
Hospitals, the acquisition, sale and leaseback of the Pioneer real property,
and the net change in allocated corporate overhead. Other operating expenses
are estimated to decrease on a pro forma basis as follows (in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED ---------------------
SEPTEMBER 30, 1995 1995 1996
<S> <C> <C> <C>
Operating expenses related to Paracelsus Hospitals..... $ (21,518) $ (9,609) $ (10,454)
Payments under operating lease arrangement to REIT..... 7,051 3,555 3,526
Decrease in Columbia Hospitals allocated corporate
overhead.............................................. (5,785) (713) (6,434)
-------- --------- ----------
Pro forma adjustment................................. $ (20,252) $ (6,767) $ (13,362)
-------- --------- ----------
-------- --------- ----------
</TABLE>

Paracelsus assumed there would be no incremental increase in corporate
overhead as a result of the acquisition of the Columbia Hospitals and the
related disposition of the Exchanged Hospitals because the overall corporate
overhead after the transaction is expected to be the same as it was before
the transactions.

(3) To adjust depreciation and amortization based on the revaluation of the
acquired depreciable assets to fair value and the increase in Goodwill in
connection with the purchase price allocation (see Note 8). The acquired
assets are estimated to have an average useful life of approximately 18
years based on an allocation of the appraised values of the assets acquired
and the useful lives of such assets in accordance with Paracelsus'
depreciation policy (35 years, 20 years and 10 years for buildings,
improvements, and equipment, respectively). The Goodwill is being amortized
over a 20-year period. Depreciation and amortization are estimated to
decrease on a pro forma basis, as follows (in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED --------------------
SEPTEMBER 30, 1995 1995 1996
<S> <C> <C> <C>
Depreciation expense related to the Exchanged
Hospitals............................................... $ (3,381) $ (1,626) $ (1,693)
Excess historical depreciation and amortization expense
for the Columbia Hospitals acquired over the
depreciation and amortization of the fair value of the
Columbia Hospitals' assets acquired..................... (1,579) (1,170) (1,138)
Adjustment for Bellwood Health Center corporate
allocation.............................................. 86 -- --
------- --------- ---------
Pro forma adjustment................................... $ (4,874) $ (2,796) $ (2,831)
------- --------- ---------
------- --------- ---------
</TABLE>

The net decrease in historical cost depreciation and amortization for each
of the periods presented resulted from the acquisition, sale and leaseback
of the Pioneer real property (See Note 2).

(4) To record the pro forma increase in the Paracelsus Existing Credit Facility
and related interest expense as a result of the acquisition of the Columbia
Hospitals, net of the effect of the sale of Womans Hospital (year ended
September 30, 1995 only). The acquisition of the Columbia Hospitals assumes
an increase in the principal amount outstanding under the Paracelsus
Existing Credit Facility by $43,627,000. Such amount is comprised of
$38,500,000 in cash consideration, $1,626,000 for payment of closing costs,
$4,728,000 to refinance current maturities of long-term

PF-18
<PAGE>
NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED
COMBINING FINANCIAL STATEMENTS (CONTINUED)
debt of the Paracelsus Hospitals not assumed by Columbia, offset in part by
a payment from Columbia of $1,764,000 for a net working capital deficit
assumed by Paracelsus, net of a $537,000 payment for a note receivable
acquired (included in Other Assets). The average interest rates in effect
under the Paracelsus Existing Credit Facility were 7.90% for the fiscal year
ended September 30, 1995, and 7.80% and 6.60% for the six months ended March
31, 1995 and 1996, respectively. Interest expense on a pro forma basis
decreased, as follows (in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
FISCAL YEAR ENDED --------------------
SEPTEMBER 30, 1995 1995 1996
<S> <C> <C> <C>
Increase in interest expense to finance the acquisition
of the Columbia Hospitals............................... $ 3,447 $ 1,701 $ 1,440
Interest expense on the Columbia Hospitals debt not
assumed by Paracelsus................................... (3,280) (1,832) (1,377)
Interest expense on the Exchanged Hospitals debt assumed
by Columbia............................................. (546) (399) (262)
Adjustment for Bellwood Health Center corporate
allocation.............................................. 228 114
Reduction in interest expense assuming the proceeds from
the sale of Womans Hospital were applied to reduce
Paracelsus' credit facility............................. (1,406) (694)
------- --------- ---------
Pro forma adjustment................................... $ (1,557) $ (1,110) $ (199)
------- --------- ---------
------- --------- ---------
</TABLE>

(5) To reflect the pro forma provision for income taxes at the statutory rate
(41%) giving effect to the hospitals acquired and divested.

(6) To remove the assets not acquired, liabilities not assumed and the
shareholder's equity of the Columbia Hospitals acquired.

(7) To remove the assets and liabilities of the Exchanged Hospitals as partial
consideration for the Columbia Hospitals acquired.

(8) To record the acquisition of the Columbia Hospitals using the purchase
method of accounting, including adjustment of the balance sheet of the
Columbia Hospitals acquired to reflect the transfer of assets of the
Exchanged Hospitals and the allocation of the estimated fair values of
property and equipment acquired in excess of the carrying values. The
purchase price allocation

PF-19
<PAGE>
NOTES TO PARACELSUS UNAUDITED PRO FORMA CONDENSED
COMBINING FINANCIAL STATEMENTS (CONTINUED)
reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet is
based upon an independent appraisal. The following table summarizes the
calculation of the purchase price allocation (in thousands):

<TABLE>
<S> <C>
Total cash consideration, including estimated closings costs (See
Note 4)............................................................. $ 40,126
Fair value of the Exchanged Hospitals transferred to Columbia........ 31,761
---------
Total estimated purchase price..................................... 71,887
Columbia's basis in property and equipment transferred to
Paracelsus.......................................................... (47,561)
---------
Excess purchase price.............................................. 24,326
Purchase price allocated to Goodwill................................. (13,069)
---------
Purchase price allocated to property and equipment................. 11,257
Basis of the Exchanged Hospitals transferred to Columbia............. (28,738)
---------
Net pro forma adjustment......................................... $ (17,481)
---------
---------
Purchase price allocated to Goodwill................................. $ 13,069
Less: Basis in Goodwill of the Exchanged Hospitals................... (3,023)
Columbia Hospitals long-term net assets not acquired............ (12,244)
---------
Net pro forma adjustment......................................... $ (2,198)
---------
---------
</TABLE>

The Real Property Purchase and Sale Transaction was accounted for as an
exchange of assets between Paracelsus, Columbia and the REIT which had no
effect on the Paracelsus Unaudited Pro Forma Condensed Combining Balance
Sheet.

(9) For purposes of computing the ratio of earnings to fixed charges, earnings
include income before fixed charges, provision for Federal and state income
taxes and minority interests. Fixed charges consist of interest expense,
including amortization of financing costs and the interest component of
capitalized leases and that portion of operating lease expense which
management believes is representative of the interest component of rental
expenses. Historical and pro forma earnings were insufficient to cover fixed
charges by $11,219,000 and $8,625,000, respectively, for the six months
ended March 31, 1996.

PF-20
<PAGE>
CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENTS OF INCOME AND
UNAUDITED HISTORICAL CONDENSED BALANCE SHEET

The following tables present the Unaudited Pro Forma Condensed Combining
Statements of Income for the year ended December 31, 1995 and the six months
ended March 31, 1995 and 1996, to illustrate the effect of Champion's
acquisition of Jordan Valley, a 50-bed hospital in West Jordan, Utah, on March
1, 1996, the acquisition of SLRMC, a 200-bed hospital in Salt Lake City, Utah,
on April 13, 1995, the formation of DHHS, the partnership between the wholly
owned subsidiary of Champion that owned Heartland Medical Center ("Heartland"),
a 142-bed general acute care hospital in Fargo, North Dakota, and Dakota
Hospital ("Dakota"), a not-for-profit corporation that owned a 199-bed general
acute care hospital also in Fargo, North Dakota, effective December 31, 1994 and
the AmeriHealth Merger on December 6, 1994. The Unaudited Pro Forma Condensed
Combining Statements of Income assume the acquisition of Jordan Valley occurred
at the beginning of each period. The Unaudited Pro Forma Condensed Combining
Statements of Income for the year ended December 31, 1995 and the six months
ended March 31, 1995 assume the acquisition of SLRMC occurred on January 1, 1995
and October 1, 1994, respectively. The Unaudited Pro Forma Condensed Combining
Statement of Income for the six months ended March 31, 1995 assumes the
formation of DHHS and the AmeriHealth Merger occurred October 1, 1994. The
Unaudited Historical Condensed Balance Sheet is presented for informational
purposes only.

Jordan Valley is a 50-bed acute care hospital located in West Jordan, Utah,
a suburb of Salt Lake City. Jordan Valley was acquired from Columbia in exchange
for Autauga, an 85-bed acute care hospital and a 72-bed skilled nursing
facility, both in Prattville, Alabama, plus preliminary cash consideration paid
to Columbia of approximately $10,750,000. Cash consideration included
approximately $3,750,000 for certain net working capital components, which are
subject to adjustment and final settlement by the parties, and reimbursement of
certain capital expenditures made previously by Columbia. The acquisition was
accounted for as a purchase transaction with operations reflected in the
consolidated financial statements beginning March 1, 1996.

SLRMC is comprised of a 200-bed tertiary care hospital and five clinics and
is located in Salt Lake City, Utah. SLRMC was acquired from Columbia for total
consideration of approximately $61,042,000, which consisted of approximately
$56,816,000 in cash and a note payable due to Columbia of approximately
$1,767,000, as well as the assumption of approximately $2,459,000 in capital
lease obligations. Cash consideration included approximately $11,783,000 for
certain working capital components, resulting in a net purchase price of
approximately $49,259,000. Champion funded the asset purchase from available
cash and approximately $30,000,000 in borrowings under its then outstanding
credit facility, which Champion subsequently repaid from the proceeds from the
issuance of the Champion Series E Notes. The acquisition was accounted for as a
purchase transaction with operations reflected in the consolidated financial
statements beginning April 14, 1995.

On December 6, 1994, Champion's predecessor merged with AmeriHealth. The
AmeriHealth Merger was accounted for as a recapitalization of Champion with
Champion as the acquiror (a reverse acquisition). The common shareholders of
AmeriHealth received one share of Champion common stock for every 5.70358 shares
of common stock of AmeriHealth and a cash distribution of $0.085 per AmeriHealth
common share. The common shareholders of Champion's predecessor received one
share of Champion Common Stock for each predecessor share of common stock
outstanding prior to the AmeriHealth Merger. The preferred shareholders of
Champion's predecessor received one share of Champion preferred stock for each
predecessor share of preferred stock outstanding prior to the AmeriHealth
Merger. Additionally, Champion assumed approximately $17,700,000 in debt,
resulting in a net purchase price of approximately $38,876,000. The AmeriHealth
Merger was accounted for as a purchase transaction. AmeriHealth owned and
managed two acute care hospitals with a combined total of 265 licensed beds:
Metropolitan Hospital in Richmond, Virginia with 180 beds and Autauga Medical
Center in Prattville, Alabama with 85 beds. AmeriHealth also owned a 72 bed
skilled nursing facility, Autauga Health Care Center in Prattville, Alabama.

PF-21
<PAGE>
In connection with the formation of DHHS, Champion and Dakota contributed
their respective hospitals both debt and lien free (except for capitalized
leases), and Champion contributed an additional $20,000,000 in cash, each in
exchange for 50% ownership in DHHS. In addition, each partner contributed
$2,000,000 in cash to the working capital of DHHS. A $20,000,000 special
distribution was made to Dakota after capitalization of DHHS in accordance with
the terms of the partnership agreement. The ownership interest acquired by each
partner was based on the value of the assets contributed to DHHS. Also on
December 21, 1994, Champion entered into an operating agreement with DHHS and
Dakota to manage the combined operations of the two hospitals. Under the terms
of the partnership agreement, Champion is obligated to advance funds to DHHS to
cover any and all operating deficits of DHHS. Champion will receive 55% of the
net income and distributable cash flow ("DCF") of DHHS until such time as it has
recovered on a cumulative basis an additional $10,000,000 of DCF in the form of
an "excess" distribution. Champion accounts for its investment in DHHS under the
equity method.

These Unaudited Pro Forma Condensed Combining Statements of Income do not
purport to present the financial position or results of operations of Champion
had the acquisitions occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be expected in the future. The
Unaudited Pro Forma Condensed Combining Statements of Income following are
qualified in their entirety by reference to, and should be read in conjunction
with, the historical consolidated financial statements of Champion included
elsewhere herein.

PF-22
<PAGE>
CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
CHAMPION JORDAN SLRMC (3
HISTORICAL VALLEY MONTHS AND PRO FORMA CHAMPION
(1) HOSPITAL 13 DAYS) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C>
Net revenue................................ $ 167,520 $ 20,973 $ 22,438 $ (15,298)(2)(3) $ 195,633
Costs and expenses:
Salaries and benefits.................... 72,188 8,000 8,090 (6,238)(2) 82,040
Supplies................................. 21,113 2,751 4,012 (1,864)(2) 26,012
Purchased services....................... 23,595 2,570 2,296 (1,773)(2) 26,688
Provision for bad debts.................. 12,016 1,929 1,527 (910)(2) 14,562
Other operating expenses................. 20,999 3,531 3,611 (2,658)(2)(4) 25,483
Depreciation and amortization............ 9,290 1,128 1,372 (1,446)(2)(5) 10,344
Interest................................. 13,618 -- 45 2,075(6) 15,738
Equity in earnings of DHHS............... (8,881) -- -- (8,881)
------------ --------- ----------- -------- -----------
Total costs and expenses................... 163,938 19,909 20,953 (12,814) 191,986
------------ --------- ----------- -------- -----------
Income before income taxes................. 3,582 1,064 1,485 (2,484) 3,647
Income taxes............................... 150 394 557 (824)(7) 277
------------ --------- ----------- -------- -----------
Net income................................. 3,432 670 928 (1,660) 3,370
Preferred dividends accrued................ 11,331 -- -- 11,331
------------ --------- ----------- -------- -----------
Loss applicable to common stock............ $ (7,899) $ 670 $ 928 $ (1,660) $ (7,961)
------------ --------- ----------- -------- -----------
------------ --------- ----------- -------- -----------
Loss per share............................. $ (1.86) $ (1.87)
------------ -----------
------------ -----------
Weighted average number of common and
common equivalent shares outstanding...... 4,255 4,255
------------ -----------
------------ -----------
Ratio of Earnings to Fixed Charges(15)..... 1.2x 1.2x
------------ -----------
------------ -----------
</TABLE>

See notes to Champion unaudited pro forma condensed combining statements of
income.

PF-23
<PAGE>
CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
1994 FOR THE
ACQUISITION 1994 JORDAN
CHAMPION AMERIHEALTH AND INVESTMENT ACQUISITION VALLEY PRO FORMA
HISTORICAL (1) (2 MONTHS) ADJUSTMENTS AND INVESTMENT HOSPITAL SLRMC ADJUSTMENTS
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenue......... $ 61,623 $ 4,683 $ (10,497)(8)(9) $ 55,809 $ 11,035 $ 37,144 $ (6,879)(2)(3)
Cost and expenses:
Salaries and
benefits......... 26,951 3,662 (3,962)(9) 26,651 4,149 14,261 (2,893)(2)
Supplies.......... 6,818 1,071 (1,304)(9) 6,585 1,300 6,895 (1,077)(2)
Purchase
services......... 8,804 1,195 (2,871)(9)(10) 7,128 1,006 5,030 (1,051)(2)
Provision for bad
debts............ 5,183 1,713 (529)(9) 6,367 1,263 1,979 (1,666)(2)
Other operating
expenses......... 8,886 894 (1,335)(9) 8,445 884 4,323 (829)(2)
Depreciation and
amortization..... 3,023 366 (197)(9)(11) 3,192 718 2,402 (1,899)(2)(5)
Interest.......... 4,204 331 (145)(9)(12) 4,390 307 2,251(6)
Equity in earnings
of DHHS.......... (1,478) (885)(9)(13) (2,363)
------------- ------------- --------------- --------------- ----------- ----------- -------
Total costs and
expenses........... 62,391 9,232 (11,228) 60,395 9,320 35,197 (7,164)
------------- ------------- --------------- --------------- ----------- ----------- -------
Income (loss) before
income taxes....... (768) (4,549) 731 (4,586) 1,715 1,947 285
Income taxes
(benefit).......... 70 (274) 274(7) 70 635 731 (1,366)(7)
------------- ------------- --------------- --------------- ----------- ----------- -------
Net income (loss)... (838) (4,275) 457 (4,656) 1,080 1,216 1,651
Preferred dividends
accrued............ 2,727 2,727
------------- ------------- --------------- --------------- ----------- ----------- -------
Income (loss)
applicable to
common stock....... $ (3,565) $ (4,275) $ 457 $ (7,383) $ 1,080 $ 1,216 $ 1,651
------------- ------------- --------------- --------------- ----------- ----------- -------
------------- ------------- --------------- --------------- ----------- ----------- -------
Loss per share...... $ (1.10) $ (0.25) $ (1.74)
------------- ------------- ---------------
------------- ------------- ---------------
Weighted average
number of common
and common
equivalent shares
outstanding........ 3,244 16,924 (15,924)(14) 4,244
------------- ------------- --------------- ---------------
------------- ------------- --------------- ---------------
Ratio of earnings to
fixed charges
(15)............... --
-------------
-------------

CHAMPION
PRO FORMA
<S> <C>
Net revenue......... $ 97,109
Cost and expenses:
Salaries and
benefits......... 42,168
Supplies.......... 13,703
Purchase
services......... 12,113
Provision for bad
debts............ 7,943
Other operating
expenses......... 12,823
Depreciation and
amortization..... 4,413
Interest.......... 6,948
Equity in earnings
of DHHS.......... (2,363)
-----------
Total costs and
expenses........... 97,748
-----------
Income (loss) before
income taxes....... (639)
Income taxes
(benefit).......... 70
-----------
Net income (loss)... (709)
Preferred dividends
accrued............ 2,727
-----------
Income (loss)
applicable to
common stock....... $ (3,436)
-----------
-----------
Loss per share...... $ (0.81)
-----------
-----------
Weighted average
number of common
and common
equivalent shares
outstanding........ 4,244
-----------
-----------
Ratio of earnings to
fixed charges
(15)............... --
-----------
-----------
</TABLE>

See notes to Champion unaudited pro forma condensed combining statements of
income.

PF-24
<PAGE>
CHAMPION UNAUDITED PRO FORMA CONDENSED COMBINING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
JORDAN
CHAMPION VALLEY PRO FORMA CHAMPION
HISTORICAL(1) HOSPITAL ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Net revenue.............................................. $ 100,366 $ 8,830 $ (6,107)(2) $ 103,089
Cost and expenses:
Salaries and benefits.................................. 43,296 3,472 (2,828)(2) 43,940
Supplies............................................... 12,730 1,174 (791)(2) 13,113
Purchased services..................................... 13,079 1,288 (610)(2) 13,757
Provision for bad debts................................ 6,701 362 (205)(2) 6,858
Other operating expenses............................... 12,560 2,380 (1,805)(2)(4) 13,135
Depreciation and amortization.......................... 6,335 303 267 (2)(5 6,905
Interest............................................... 8,799 -- 388(6) 9,187
Equity in earnings of DHHS............................. (6,609) -- (6,609)
------------ --------- -------- -----------
Total costs and expenses................................. 96,891 8,979 (5,584) 100,286
------------ --------- -------- -----------
Income (loss) before income taxes........................ 3,475 (149) (523) 2,803
Income taxes (benefit)................................... 447 (55) 645(7) 1,037
------------ --------- -------- -----------
Net income (loss)........................................ 3,028 (94) (1,168) 1,766
Preferred dividends accrued.............................. 6,899 -- 6,899
------------ --------- -------- -----------
Loss applicable to common stock.......................... $ (3,871) $ (94) $ (1,168) $ (5,133)
------------ --------- -------- -----------
------------ --------- -------- -----------
Loss per share........................................... $ (0.48) $ (0.63)
------------ -----------
------------ -----------
Weighted average number of common and common equivalent
shares outstanding...................................... 8,121 8,121
------------ -----------
------------ -----------
Ratio of earnings to fixed charges(15)................... 1.4x 1.3x
------------ -----------
------------ -----------
</TABLE>

See notes to Champion unaudited pro forma condensed combining statements of
income.

PF-25
<PAGE>
CHAMPION UNAUDITED HISTORICAL CONDENSED BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents...................................................... $ 5,670
Accounts receivable, less allowance for uncollectibles......................... 36,407
Supplies....................................................................... 3,872
Deferred income taxes.......................................................... 2,521
Other current assets........................................................... 3,769
---------
Total current assets......................................................... 52,239
Property and equipment, net of accumulated depreciation and amortization......... 166,997
Investment in DHHS............................................................... 52,118
Other assets..................................................................... 36,668
---------
Total assets................................................................. $ 308,022
---------
---------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and other current liabilities................................. $ 33,655
Current maturities of long-term debt and capital lease obligations............. 2,834
---------
Total current liabilities.................................................... 36,489
Long-term debt and capital lease obligations..................................... 181,212
Deferred income taxes............................................................ 7,394
Other long-term liabilities...................................................... 3,051
Redeemable preferred stock....................................................... 46,078
Stockholders' equity............................................................. 33,798
---------
Total liabilities and stockholders' equity................................... $ 308,022
---------
---------
</TABLE>

See notes to Champion unaudited pro forma condensed combining statements of
income.
There are no pro forma adjustments to the Champion unaudited condensed balance
sheet.

PF-26
<PAGE>
NOTES TO CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENTS OF INCOME

(1) Summarized from Champion's historical financial statements.

(2) To remove the historical operating results of Autauga.

(3) To reflect a decrease in interest earnings for the pro forma decrease in
cash. This adjustment assumes that approximately $26,248,000 of SLRMC
acquisition costs were paid from available cash at January 1, 1995. Interest
earnings are computed at 3.35% for the six months ended March 31, 1995 and
5.63% for the period January 1, 1995 through April 13, 1995. Such
percentages represent Champion's average investment rate for the period.

(4) To record a pro forma decrease of approximately $1,091,000 and $1,255,000 in
management fees charged to Jordan Valley by Columbia for the year ended
December 31, 1995, and the six months ended March 31, 1996, respectively.
Champion does not believe that overhead and other costs allocable to the
facility will be materially different from costs incurred historically by
Champion with respect to its management of Autauga.

(5) To adjust depreciation expense for the step up in basis for the depreciable
assets of Jordan Valley and SLRMC. The allocation with respect to SLRMC was
based on an independent appraisal obtained by Champion and resulted in a pro
forma decrease in depreciation expense of approximately $665,000 for the
year ended December 31, 1995 and $1,150,000 for the six months ended March
31, 1995. With respect to Jordan Valley, the acquired assets are estimated
to have an average remaining useful life of approximately 17 years based on
management's assumption that an acute care hospital's assets consist of 50%
buildings and 50% equipment with a 30-year life and a five-year life,
respectively. Based on this preliminary allocation, depreciation expense
increased approximately $190,000 and $244,000 on a pro forma basis for the
year ended December 31, 1995 and the six months ended March 31, 1996,
respectively and decreased approximately $59,000 for the six months ended
March 31, 1995.

(6) To record interest expense on the pro forma increase in the Champion Credit
Facility, the Champion Notes and notes payable as a result of its
acquisitions' of Jordan Valley and SLRMC.

With respect to Jordan Valley, the Pro Forma Condensed Combining Statement
of Income assumes Champion increased the principal amount outstanding under
its revolving credit facility by $10,750,000 as of January 1, 1995 and
October 1, 1995. Such amount is comprised of $7,000,000 in cash
consideration attributable to property and equipment and approximately
$3,750,000 for certain net working capital components, which are subject to
adjustment and final settlement by the parties. The average interest rates
in effect under the Champion Credit Facility were 9.33% for the year ended
December 31, 1995 and 8.91% and 8.81% for the six months ended 1995 and
1996, respectively.

With respect to SLRMC, the Pro Forma Condensed Combining Statement of Income
for the year ended December 31, 1995 assumes Champion financed the
acquisition of SLRMC through (i) the issuance of $30,000,000 principal
amount of Series E Notes at an effective annual interest rate of 11.35% and
(ii) a note payable to Columbia in the amount of approximately $1,767,000
bearing interest at an effective annual rate of 10%. Such debentures and
notes are assumed to have been issued on January 1, 1995.

Interest expense with respect to the above increased approximately
$2,094,000 on a pro forma basis for the year ended December 31, 1995 and
approximately $2,270,000 and $393,000 for the six months ended March 31,
1995 and 1996, respectively, less $19,000, $19,000 and $5,000, respectively,
associated with Autauga capital lease obligations.

(7) To reflect the pro forma provision for income taxes due to the inclusion of
the acquired operations and, for the six months ended March 31, 1996, to
eliminate the effect of fiscal 1995 net operating loss utilization on the
fiscal 1996 annual period. For the year ended December 31, 1995, loss
carryovers of Champion can be utilized to reduce the provision for income
taxes.

(8) To reflect a decrease in interest earnings of approximately $229,000 for the
pro forma decrease in cash as a result of Champion's $20,000,000 capital
contribution to DHHS, its $2,000,000 contribution to DHHS working capital
and with respect to the AmeriHealth Merger, the retirement of

PF-27
<PAGE>
NOTES TO CHAMPION UNAUDITED PRO FORMA
CONDENSED COMBINING STATEMENTS OF INCOME (CONTINUED)

an $8,516,000 loan held by the Resolution Trust Corporation (the "RTC
Loan"), net of a discount of approximately $384,000 obtained by Champion
concurrent with the AmeriHealth Merger. Such funds were assumed expended on
of October 1, 1994. Interest earnings are computed at 3.35%, Champion's
average investment rate for the period.

(9)To remove the historical operating results of HMC for the three months ended
December 31, 1994. Champion contributed Heartland to DHHS effective December
31, 1994.

(10)To remove approximately $1,074,000 in merger related expenses incurred by
AmeriHealth.

(11)Reflects a $42,000 pro forma increase to depreciation expense based upon the
step up in basis for the depreciable assets of AmeriHealth.

(12)Reflects a pro forma reduction in interest expense of approximately $136,000
related to the retirement of the RTC Loan concurrent with the AmeriHealth
Merger. The Champion Unaudited Pro Forma Condensed Combining Statement of
Income assumes the RTC Loan was retired from available funds on October 1,
1994.

(13)To record Champion's equity in the pro forma earnings of DHHS for the three
months ended December 31, 1994. DHHS began operations effective January 1,
1995.

(14)To adjust common and common equivalent shares used to calculate loss per
share. The pro forma adjustment reflects the following events:

(a) The exchange of each 5.70358 shares of AmeriHealth common and common
equivalent shares into one share of the Champion Common Stock. For the
two months ended November 31, 1994, AmeriHealth's weighted average common
and common equivalent shares would have decreased from 16,924,000 shares
to 2,967,000 shares of the Champion Common Stock.

(b) Champion purchased 880,000 shares of the AmeriHealth's common stock in a
private transaction, which were retired concurrent with the AmeriHealth
Merger, resulting in a reduction of 154,000 shares of Champion Common
Stock that would have otherwise been issued.

The common shareholders of Champion's predecessor received one share of
Champion Common Stock for each predecessor share of common stock
outstanding prior to the AmeriHealth Merger. The preferred shareholders
of Champion's predecessor received one share of Champion preferred stock
for each predecessor share of preferred stock outstanding prior to the
the AmeriHealth Merger.

The following table summarizes the adjustment to shares used in the
calculation of loss per share:

<TABLE>
<S> <C>
Adjustment to AmeriHealth's common and common equivalent shares
for the exchange ratio (a)...................................... (13,957)
AmeriHealth common shares canceled (b)........................... 726
Effect of shares of (i) AmeriHealth common stock issued in
exchange for shares of AmeriHealth preferred stock during the
period and (ii) Champion Common Stock issued in connection with
the AmeriHealth Merger.......................................... (2,693)
---------
(15,924)
---------
---------
</TABLE>

(15)For purposes of computing the ratio of earnings to fixed charges, earnings
include income before fixed charges, provision for Federal and state income
taxes and minority interests. Fixed charges consist of interest expense,
including amortization of financing costs and the interest component of
capitalized leases and that portion of operating lease expense which
management believes is representative of the interest component of rental
expenses. Historical and pro forma earnings were inadequate to cover fixed
charges by $768,000 and $639,000, respectively, for the six months ended
March 31, 1995.

PF-28
<PAGE>
- ------------------------------------------------
------------------------------------------------
- ------------------------------------------------
------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, CHAMPION OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN
OFFER TO BUY THE NOTES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON IN ANY CIRCUMSTANCE IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR
CHAMPION SINCE THE DATE HEREOF.

--------------------------

TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
Prospectus Summary............................. 3
Risk Factors................................... 10
The Merger and Financing....................... 17
Use of Proceeds................................ 19
Capitalization................................. 20
Company Unaudited Pro Forma Condensed Combining
Financial Statements.......................... 21
Paracelsus Selected Historical Consolidated
Financial and Operating Data.................. 29
Paracelsus Management's Discussion and Analysis
of Financial Condition and Results of
Operations.................................... 31
Champion Selected Historical Consolidated
Financial and Operating Data.................. 36
Champion Management's Discussion and Analysis
of Financial Condition and Results of
Operations.................................... 38
Business....................................... 44
Management..................................... 60
Executive Compensation......................... 64
Certain Relationships and Related
Transactions.................................. 71
Security Ownership of Management and Certain
Beneficial Owners............................. 75
Description of the Notes....................... 77
Description of the New Credit Facility......... 96
Underwriting................................... 97
Validity of Notes.............................. 98
Experts........................................ 98
Available Information.......................... 99
Index to Financial Statements and Certain Pro
Forma Financial Statements.................... F-1
</TABLE>

$325,000,000

[LOGO]

PARACELSUS HEALTHCARE
CORPORATION

% SENIOR SUBORDINATED
NOTES DUE 2006

-----------------

PROSPECTUS

-----------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

BA SECURITIES, INC.

NATIONSBANC CAPITAL MARKETS, INC.

- ------------------------------------------------
------------------------------------------------
- ------------------------------------------------
------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by the Company in connection with the
issuance and distribution of the Notes to be registered hereby are as follows:

<TABLE>
<S> <C>
SEC registration fee......................................... $ 112,069
NASD filing fees............................................. 30,500
Printing and engraving expenses.............................. 250,000
Legal fees and expenses...................................... 525,000
Accounting fees and expenses................................. 155,000
Blue Sky expenses............................................ 20,000
Trustee fees and expenses.................................... 25,000
Miscellaneous................................................ 10,000
-------------
Total.................................................... $ 1,127,569
-------------
-------------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article IV of the Registrant's
Amended and Restated Articles of Incorporation (Exhibit 3.1 hereto) and Article
V of the Registrant's Amended and Restated Bylaws (Exhibit 3.2 hereto) provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California Corporations Code. In addition,
the Registrant has entered into Indemnification Agreements (Exhibit 10.56
hereto) with certain of its officers and directors. Reference is also made to
Section 7 of the Underwriting Agreement (Exhibit 1.1 hereto) which provides for
the indemnification of officers, directors and controlling persons of the
Registrant against certain liabilities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement with respect to the Notes Offering between
Paracelsus and the underwriters named therein
2.1 Amended and Restated Agreement and Plan of Merger dated as of May 29, 1996, by and
among Paracelsus, Champion and PC Merger Sub, Inc. (filed as Exhibit 2.1 to
Champion's Current Report on Form 8-K dated June 13, 1996 and incorporated herein
by reference)
3.1 Form of Amended and Restated Articles of Incorporation of Paracelsus (filed as
Exhibit 3.5 to the Registration Statement on Form S-4 filed by Paracelsus on July
19, 1996 (Commission File Number 333-08521) and incorporated herein by reference)
3.2 Form of Amended and Restated Bylaws of Paracelsus (filed as Exhibit 3.6 to the
Registration Statement on Form S-4 filed by Paracelsus on July 19, 1996
(Commission File Number 333-08521) and incorporated herein by reference)
4.1 Form of Indenture between the Company and AmSouth Bank of Alabama, as Trustee
(including the form of certificate representing the % Senior Subordinated Notes
due 2006)
4.2 Indenture, dated as of October 15, 1993, between Paracelsus and NationsBank of
Tennessee, N.A., as Trustee (filed as an exhibit to Paracelsus' Annual Report on
Form 10-K on December 23, 1993 and incorporated herein by reference)
</TABLE>

II-1
<PAGE>

<TABLE>
<S> <C>
4.3 Form of Shareholder Protection Rights Agreement between Paracelsus and the Rights
Agent (filed as Exhibit 4.2 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
4.4 Series D Note and Stock Purchase Agreement, dated December 31, 1993, as amended,
between Champion and the parties listed therein (filed as Exhibit 10.5 to
Champion's Current Report on Form 8-K dated December 6, 1994 and incorporated
herein by reference)
4.5 Series E Note Purchase Agreement dated May 1, 1995, as amended, between Champion
and the parties listed therein (filed as Exhibit 4.01(d) to Champion's Annual
Report on Form 10-K for the year ended December 31, 1995 and incorporated herein
by reference)
4.6 Form of Warrant issued pursuant to Champion Series E Note Purchase Agreement,
dated May 1, 1995, as amended (filed as Exhibit 10.23(g) to Champion's Annual
Report on Form 10-K for the year ended December 31, 1995 and incorporated herein
by reference)
4.7 Form of Warrant issued pursuant to Champion Series D Note and Stock Purchase
Agreement dated December 31, 1993, as amended (filed as Exhibit 10.23(f) to
Champion's Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference)
4.8 Amended and Restated Loan Agreement dated as of May 31, 1995, among Champion,
Banque Paribas, as agent, and the banks named therein (filed as Exhibit 4.01(c) to
Champion's Annual Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
10.1 Promissory Note Agreement, dated May 1, 1994, between Paracelsus and Dr. Hartmut
Krukemeyer in the amount of $5,000,000 (filed as Exhibit 4.1 to Paracelsus'
Quarterly Report on Form 10-Q filed by Paracelsus on May 16, 1994 and incorporated
herein by reference)
10.2 Indenture, dated as of October 15, 1993, between Paracelsus and NationsBank of
Tennessee, N.A., as Trustee (filed as Exhibit 4.2 to the Registration Statement on
Form S-1 filed by Paracelsus on August 5, 1993 (Commission File No. 33-67040) and
incorporated herein by reference)
10.3 Note, dated as of August 23, 1994, by Dr. Manfred George Krukemeyer in favor of
INC Capital Corporation (filed as Exhibit 4.2 to Paracelsus' Current Report on
Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by
reference)
10.4 Pledge Agreement, dated as of August 23, 1994, by and between Dr. Manfred George
Krukemeyer and INC Capital Corporation (filed as Exhibit 4.2 to Paracelsus'
Current Report on Form 8-K filed by Paracelsus on September 6, 1994 and
incorporated herein by reference)
10.5 Agreement and Consent, dated as of August 23, 1994, by and between Paracelsus and
INC Capital Corporation (filed as Exhibit 4.3 to Paracelsus' Current Report on
Form 8-K filed by Paracelsus on September 6, 1994 and incorporated herein by
reference)
10.6 Agreement, dated as of August 23, 1994, by and among Dr. Manfred George
Krukemeyer, Paracelsus, Bank of America and NationsBank (filed as Exhibit 4.4 to
Paracelsus' Current Report on Form 8-K filed by Paracelsus on September 6, 1994
and incorporated herein by reference)
</TABLE>

II-2
<PAGE>

<TABLE>
<S> <C>
10.7 Second Amended and Restated Guaranty and Pledge Agreement, dated as of August 23,
1994, by and among Dr. Manfred George Krukemeyer and Bank of America (filed as
Exhibit 4.6 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on
September 6, 1994 and incorporated herein by reference)
10.8 Pooling Agreement, dated as of April 16, 1993, among PHC Funding Corp. II ("PFC
II"), Sheffield Receivables Corporation and Bankers Trust Company, as trustee (the
"Trustee") (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed
by Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated
herein by reference)
10.9 Servicing Agreement, dated as of April 16, 1993, among PFC II, Paracelsus and the
Trustee (filed as Exhibit 10.2 to the Registration Statement on Form S-1 filed by
Paracelsus on August 5, 1993 (Commission File Number 33-67040) and incorporated
herein by reference)
10.10 Guarantee, dated as of April 16, 1993, by Paracelsus in favor of PFC II (filed as
Exhibit 10.3 to the Registration Statement on Form S-1 filed by Paracelsus on
August 5, 1993 (Commission File Number 33-67040) and incorporated herein by
reference)
10.11 Form of Sale and Servicing Agreement between subsidiaries of Paracelsus (the
"Hospitals") and PFC II (filed as Exhibit 10.4 to the Registration Statement on
Form S-1 filed by Paracelsus on August 5, 1993 (Commission File Number 33-67040)
and incorporated herein by reference)
10.12 Form of Subordinate Note by PFC II in favor of Hospitals (filed as Exhibit 10.5 to
the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993
(Commission File Number 33-67040) and incorporated herein by reference)
10.13 Lease, dated as of March 1, 1993, between AHP of New Orleans, Inc., as lessor, and
Paracelsus Elmwood Medical Center, Inc., as lessee (filed as Exhibit 10.6 to the
Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993
(Commission File Number 33-67040) and incorporated herein by reference)
10.14 Lease, dated as of June 30, 1993, between AHP of New Orleans, Inc., as lessor, and
Paracelsus Halstead Hospital, Inc., as lessee (filed as Exhibit 10.7 to the
Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993
(Commission File Number 33-67040) and incorporated herein by reference)
10.15 Service and Consulting Agreement, dated as of July 4, 1983, between Paracelsus and
European Investors Inc. and Incofinas Limited (filed as Exhibit 10.14 to the
Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993
(Commission File Number 33-67040) and incorporated herein by reference)
10.16 The Restated Paracelsus Healthcare Corporation Supplemental Executive Retirement
Plan (filed as Exhibit 10.16 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.17 Form of Amendment No. 1 to the Supplemental Executive Retirement Plan (filed as
Exhibit 10.17 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.18 Paracelsus Healthcare Corporation Phantom Equity Long-Term Incentive Plan (filed
as Exhibit 10.16 to the Registration Statement on Form S-1 filed by Paracelsus on
August 5, 1993 (Commission File Number 33-67040) and incorporated herein by
reference)
</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C>
10.19 Paracelsus Healthcare Corporation Annual Incentive Plan (filed as Exhibit 10.17 to
the Registration Statement on Form S-1 filed by Paracelsus on August 5, 1993
(Commission File Number 33-67040) and incorporated herein by reference)
10.20 Promissory Note, dated as of December 1, 1993, of Dr. Hartmut Krukemeyer d/b/a
Paracelsus Klinik in favor of Paracelsus in the amount of $3,200,000 (filed as
Exhibit 4.11 to the Registration Statement on Form S-1 filed by Paracelsus on
August 5, 1993 (Commission File Number 33-67040) and incorporated herein by
reference)
10.21 Facility Lease dated as of June 7, 1991, between Bell Atlantic Tricon Leasing
Corporation (Landlord) and Chico Rehabilitation Hospital, Inc. (Tenant) (filed as
Exhibit 10.1 to Paracelsus' Quarterly Report on Form 10-Q filed by Paracelsus on
August 11, 1994 and incorporated herein by reference)
10.22 Amendment to Lease dated June 30, 1994, between Tricon Capital (Landlord) and
Chico Rehabilitation Hospital, Inc. (Tenant)(filed as Exhibit 10.2 to Paracelsus'
Quarterly Report on Form 10-Q filed by Paracelsus on August 11, 1994 and
incorporated herein by reference)
10.23 Amendment to Lease dated June 30, 1994, between Tricon Capital (Landlord) and
Beaumont Rehab Associates Limited Partnership (Tenant) (filed as Exhibit 10.3 to
Paracelsus' Quarterly Report on Form 10-Q filed by Paracelsus on August 11, 1994
and incorporated herein by reference)
10.24 Amended and Restated Know-How Contract, dated as of October 1, 1994, between
Paracelsus Klinik and Paracelsus (filed as Exhibit 10.35 to Paracelsus' Annual
Report on Form 10-K filed by Paracelsus on December 23, 1994 and incorporated
herein by reference)
10.25 Asset Purchase Agreement, dated as of March 29, 1996, between Paracelsus and FHP,
Inc. (filed as Exhibit 10.25 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.26 Stock Purchase Agreement by and between Paracelsus and General Hospitals of Galen,
Inc., dated as of November 28, 1995 (filed as Exhibit 10.40 to Paracelsus' Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
herein by reference)
10.27 Asset Exchange Agreement by and between Paracelsus Halstead Hospital Inc.,
Paracelsus Elmwood Medical Center, Inc., Paracelsus Peninsula Medical Center,
Inc., and Paracelsus Real Estate Corporation and Pioneer Valley Hospital, Inc. and
Medical Center of Santa Rosa, Inc., dated November 28, 1995 (filed as Exhibit
10.41 to Paracelsus' Annual Report on Form 10-K for the fiscal year ended December
31, 1995 and incorporated herein by reference)
10.28 Amended and Restated Partnership Agreement of Dakota/Champion Partnership dated
December 21, 1994 (filed as Exhibit 10 to Champion's Form 8-K dated December 21,
1994 and incorporated herein by reference)
10.29 Operating Agreement between Dakota/Champion Partnership and Champion, dated
December 21, 1994 (filed as Exhibit 10.1 to Champion's Current Report on Form 8-K
filed by Champion on January 5, 1995 and incorporated herein by reference)
10.30 Asset Purchase Agreement, dated January 25, 1995, as amended, among Medical
Services of Salt Lake City, Inc., HealthTrust, Inc. -- The Hospital Company, CHC
-- Salt Lake City, Inc. and Champion (filed as Exhibit 10.1 to Champion's Current
Report on Form 8-K dated April 13, 1995 and incorporated herein by reference)
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C>
10.31 Second Amended and Restated Credit Agreement, dated as of December 8, 1995, among
Paracelsus, Bank of America National Trust and Savings Association ("B of A"),
NationsBank of Texas, N.A., The Bank of New York, Mellon Bank, N.A., Toronto-
Diminion (Texas), Inc., Wells Fargo Bank, N.A., and the Bank of California, N.A.,
as lenders, B of A, as lead agent for lenders, and NationsBank, as co-agent (filed
as Exhibit 4.1 to Paracelsus' Current Report on Form 8-K filed by Paracelsus on
December 12, 1995 and incorporated herein by reference)
10.32 Agreement in Contemplation of Merger, dated April 12, 1996, between Champion and
the Champion investors listed therein (filed as Exhibit 10.1 to Champion's Current
Report on Form 8-K dated April 15, 1996 and incorporated herein by reference)
10.33 Form of Restated Champion Healthcare Corporation Founders' Stock Option Plan
(filed as Exhibit 10.33 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.34 Form of License Agreement between Dr. Manfred George Krukemeyer and Paracelsus
(filed as Exhibit 10.34 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.35 Asset Exchange Agreement dated November 9, 1995, by and between Champion
Healthcare Holdings, Inc., CHC-Prattville, Inc. and CHC-Nursing Center, Inc. and
West Jordan Hospital Corporation (filed as Exhibit 10.1 to Champion's Current
Report on Form 8-K dated March 1, 1996 and incorporated herein by reference)
10.36 Form of Registration Rights Agreement between the Company and Park Hospital GmbH
(filed as Exhibit 10.36 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.37 Form of Voting Agreement between Park Hospital GmbH and Messrs. Miller and
VanDevender (filed as Exhibit 10.37 to the Registration Statement on Form S-4
filed by Paracelsus on July 19, 1996 (Commission File Number 333-08521) and
incorporated herein by reference)
10.38 Form of Services Agreement between the Company and Dr. Manfred George Krukemeyer
(filed as Exhibit 10.38 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.39 Form of Insurance Agreement between the Company and Dr. Manfred George Krukemeyer
(filed as Exhibit 10.39 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.40 Form of Non-Compete Agreement between the Company and Dr. Manfred George
Krukemeyer (filed as Exhibit 10.40 to the Registration Statement on Form S-4 filed
by Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.41 Form of Shareholders Agreement between the Company and Park Hospital GmbH, as
guaranteed by Dr. Manfred George Krukemeyer (filed as Exhibit 10.41 to the
Registration Statement on Form S-4 filed by Paracelsus on July 19, 1996
(Commission File Number 333-08521) and incorporated herein by reference)
10.42 Form of Dividend and Note Agreement between the Company and Park Hospital GmbH
(filed as Exhibit 10.42 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
</TABLE>

II-5
<PAGE>

<TABLE>
<S> <C>
10.43 Form of Employment Agreement between Charles R. Miller and the Company (filed as
Exhibit 10.43 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.44 Form of Employment Agreement between R.J. Messenger and the Company (filed as
Exhibit 10.44 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.45 Form of Employment Agreement between James G. VanDevender and the Company (filed
as Exhibit 10.45 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.46 Form of Employment Agreement between Ronald R. Patterson and the Company (filed as
Exhibit 10.46 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.47 Form of Employment Agreement between Robert C. Joyner and the Company (filed as
Exhibit 10.47 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.48 Form of Paracelsus Healthcare Corporation 1996 Stock Incentive Plan (filed as
Exhibit 10.48 to the Registration Statement on Form S-4 filed by Paracelsus on
July 19, 1996 (Commission File Number 333-08521) and incorporated herein by
reference)
10.49 Form of Paracelsus Healthcare Corporation Executive Officer Performance Bonus Plan
(filed as Exhibit 10.49 to the Registration Statement on Form S-4 filed by
Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
10.50 Form of Right of First Refusal Agreement Among Park Hospital GmbH, Dr. Manfred
George Krukemeyer, R.J. Messenger, Charles R. Miller, James G. VanDevender and
Ronald R. Patterson (filed as Exhibit 10.50 to the Registration Statement on Form
S-4 filed by Paracelsus on July 19, 1996 (Commission File Number 333-08521) and
incorporated herein by reference)
10.51 Form of Champion Healthcare Corporation 1996 Annual Bonus Plan (filed as Exhibit
10.51 to the Registration Statement on Form S-4 filed by Paracelsus on July 19,
1996 (Commission File Number 333-08521) and incorporated herein by reference)
10.52 Subscription Agreement between Champion and James G. VanDevender dated February
10, 1990, as amended (filed as Exhibit 10.13 to Champion's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.53 Clarification Letter to the Subscription Agreement between Champion and James G.
VanDevender dated July 12, 1996 (filed as Exhibit 10.53 to the Registration
Statement on Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number
333-08521) and incorporated herein by reference)
10.54 Form of Registration Rights Agreement among Paracelsus and certain Champion
Investors (filed as Exhibit 10.54 to the Registration Statement on Form S-4 filed
by Paracelsus on July 19, 1996 (Commission File Number 333-08521) and incorporated
herein by reference)
</TABLE>

II-6
<PAGE>

<TABLE>
<S> <C>
10.55 Donaldson, Lufkin & Jenrette Securities Corporation Engagement Letter with
Champion, dated April 10, 1996 (filed as Exhibit 10.55 to the Registration
Statement on Form S-4 filed by Paracelsus July 19, 1996 (Commission File Number
333-08520) and incorporated herein by reference)
10.56 Form of Indemnity and Insurance Coverage Agreement (filed as Exhibit 10.56 to the
Registration Statement on Form S-4 filed by Paracelsus on July 19, 1996
(Commission File Number 333-08521) and incorporated herein by reference)
10.57 AmeriHealth Amended and Restated 1988 Non-Qualified Stock Option Plan (filed as
Exhibit 10.06 to AmeriHealth's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference)
10.58 Champion Employee Stock Option Plan dated December 31, 1991, as amended (filed as
Exhibit 10.14 to Champion's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference)
10.59 Champion Employee Stock Option Plan No. 2 dated May 27, 1992, as amended (filed as
Exhibit 10.15 to Champion's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference)
10.60 Champion Employee Stock Option Plan No. 3, dated September 1992, as amended (filed
as Exhibit 10.16 to Champion's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference)
10.61 Champion Employee Stock Option Plan No. 4, dated January 5, 1994, as amended
(filed as Exhibit 10.17 to Champion's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference)
10.62 Champion Selected Executive Stock Option Plan No. 5, dated May 25, 1995 (filed as
Exhibit 4.12 to Champion's Current Report on Form S-8 filed on or about August 3,
1995 and incorporated herein by reference)
10.63 Champion Directors' Stock Option Plan, dated 1992 (filed as Exhibit 10.18 to
Champion's Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference)
10.64 Champion Healthcare Corporation Physicians Stock Option Plan (filed as Exhibit 4.2
to Champion's Current Report on Form S-8 filed on or about August 3, 1995 and
incorporated herein by reference)
10.65 Form of Paracelsus' 6.51% Subordinated Note Due 2006 (filed as Exhibit 10.64 to
the Registration Statement on Form S-4 filed by Paracelsus on July 19, 1996
(Commission File Number 333-08521) and incorporated herein by reference)
12.1 Statement re computation of ratios
21.1 List of Subsidiaries of Paracelsus (filed as Exhibit 21.1 to the Registration
Statement on Form S-1 filed by Paracelsus on August 5, 1993 (Commission File
Number 33-67040) and incorporated herein by reference)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.1 hereto)
23.4 Consent of James A. Conroy (filed as Exhibit 23.5 to the Registration Statement on
Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number 333-08521)
and incorporated herein by reference)
23.5 Consent of Charles R. Miller (filed as Exhibit 23.6 to the Registration Statement
on Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number
333-08521) and incorporated herein by reference)
</TABLE>

II-7
<PAGE>

<TABLE>
<S> <C>
23.6 Consent of James G. VanDevender (filed as Exhibit 23.7 to the Registration
Statement on Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number
333-08521) and incorporated herein by reference)
23.7 Consent of Angelo R. Mozilo (filed as Exhibit 23.8 to the Registration Statement
on Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number
333-08521) and incorporated herein by reference)
23.8 Consent of Daryl J. White (filed as Exhibit 23.9 to the Registration Statement on
Form S-4 filed by Paracelsus on July 19, 1996 (Commission File Number 333-08521)
and incorporated herein by reference)
24.1* Power of Attorney
25.1 Statement of Eligibility of AmSouth Bank of Alabama on Form T-1
</TABLE>

- ------------------------

* Previously filed.

(b) Financial Statement Schedules

Report of Independent Auditors

<TABLE>
<CAPTION>
SCHEDULE DESCRIPTION
- ------------- --------------------------------------------------------------------------------------------------------
<S> <C>
II Valuation and Qualifying Accounts
</TABLE>

ITEM 17. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(b) The Registrant undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

II-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on this 9th day of August, 1996.

PARACELSUS HEALTHCARE CORPORATION

By: /s/ JAMES T. RUSH
-----------------------------------------
Name: James T. Rush
Title: Vice President, Finance and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------ -------------------
*
------------------------------------------- Chairman of the Board and Director August 9, 1996
Dr. Manfred George Krukemeyer

* President, Chief Executive Officer,
------------------------------------------- Secretary and Director (principal August 9, 1996
R.J. Messenger executive officer)

/s/ JAMES T. RUSH Vice President, Finance and Chief
------------------------------------------- Financial Officer (principal August 9, 1996
James T. Rush financial officer)

*
------------------------------------------- Assistant Vice President and August 9, 1996
Scott Barton Corporate Controller (controller)

*
------------------------------------------- Director August 9, 1996
Michael D. Hofmann

*
------------------------------------------- Director August 9, 1996
Christian A. Lange

*By: /s/ JAMES T. RUSH
James T. Rush
ATTORNEY-IN-FACT
</TABLE>

II-9
<PAGE>
REPORT OF INDEPENDENT AUDITORS

We have audited the consolidated financial statements of Paracelsus
Healthcare Corporation as of September 30, 1994 and 1995, and for each of the
three years in the period ended September 30, 1995, and have issued our report
thereon dated December 14, 1995 (included elsewhere in this Registration
Statement). Our audits also included the financial statement schedule listed in
Item 21(b) of this Registration Statement. This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

Los Angeles, California
December 14, 1995

S-1
<PAGE>
PARACELSUS HEALTHCARE CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO CHARGED
BEGINNING COSTS AND TO OTHER BALANCE AT
OF YEAR EXPENSES ACCOUNTS(1) DEDUCTIONS(2) END OF YEAR
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year ended September 30, 1993:
Allowance for doubtful accounts...... $ 18,867 $ 26,629 $ 10,034 $ (25,103) $ 30,427
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

Year ended September 30, 1994:
Allowance for doubtful accounts...... $ 30,427 $ 33,110 $ 342 $ (33,041) $ 30,838
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

Year ended September 30, 1995:
Allowance for doubtful accounts...... $ 30,838 $ 39,277 $ (2,585) $ (42,305) $ 25,225
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

- ------------------------
(1) Reflects recoveries of amounts previously written off.

(2) Reflects write-offs of uncollectible accounts.

S-2

<PAGE>
Draft of August 6, 1996

$325,000,000

PARACELSUS HEALTHCARE CORPORATION

__% SENIOR SUBORDINATED NOTES DUE 2006

UNDERWRITING AGREEMENT

August __, 1996

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
BA SECURITIES, INC.
NATIONSBANC CAPITAL MARKETS, INC.
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

THE CHICAGO CORPORATION
208 S. LaSalle Street
Chicago, Illinois 60604

Dear Sirs:

Paracelsus Healthcare Corporation, a California corporation (the
"Company"), proposes to issue and sell to Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"), BA Securities, Inc. and NationsBanc Capital
Markets, Inc. (collectively, the "Underwriters") $325,000,000 principal amount
of its __% Senior Subordinated Notes due 2006 (the "Securities"). The
Securities are to be issued pursuant to the provisions of an Indenture to be
dated as of August __, 1996 (the "Indenture") between the Company and AmSouth
Bank of Alabama, as Trustee (the "Trustee").

The Securities are being issued and sold in connection with the
acquisition (the "Acquisition") of Champion Healthcare Corporation, a Delaware
corporation ("Champion"), by the Company. The Acquisition is being effected
pursuant to an Agreement and Plan of Merger, as amended and restated on May 29,
1996 (the "Merger Agreement"), by and among the Company, PC Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company (the "Merger
Sub"), and Champion. Pursuant to the Merger Agreement, the Company will acquire
all of the issued and outstanding capital stock of Champion (the "Merger"). At
the time the Merger is consummated (the "Effective Time of the Merger") and
pursuant to the Merger Agreement, Merger Sub will be merged with and into
Champion with Champion as the surviving corporation. The Merger Agreement, this
Agreement, the Securities and the Indenture are collectively referred to herein
as the "Transaction Documents."

The Company and the Underwriters, in accordance with the requirements
of Rule 2710(c)(8) of the Rules of Conduct of the National Association of
Securities Dealers, Inc. (the "NASD") and subject to the terms and conditions
stated herein also hereby confirm the engagement of the services of The Chicago

<PAGE>
Corporation (the "Independent Underwriter") as a "qualified independent
underwriter" within the meaning of Rule 2720(b)(15) of such Rules of Conduct in
connection with the offering and sale of the Securities.

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the
"Act"), a registration statement on Form S-1 (File No. 333-06713) including a
preliminary prospectus, subject to completion, relating to the Securities. The
registration statement as amended at the time when it becomes effective,
including a registration statement (if any) filed pursuant to Rule 462(b) under
the Act increasing the size of the offering registered under the Act and
information (if any) deemed to be part of the registration statement at the time
of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to
as the "Registration Statement"; and the prospectus in the form first used to
confirm sales of Securities is hereinafter referred as the "Prospectus."

2. AGREEMENTS TO SELL AND PURCHASE. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell, and each Underwriter
agrees, severally and not jointly, to purchase from the Company the principal
amount of Firm Securities set forth opposite the name of such Underwriter in
Schedule I hereto, at ____% of the principal amount thereof (the "Purchase
Price") plus accrued interest thereon, if any, from August __, 1996 to the date
of payment and delivery.

3. DELIVERY AND PAYMENT. Delivery to the Underwriters of and
payment for the Securities shall be made at 10:00 A.M., New York City time, on
the third or, if the pricing occurs after 4:30 p.m., New York City time, fourth
business day, unless otherwise permitted by the Commission (the "Closing Date")
following the date of the initial public offering of the Securities as advised
by the Underwriters to the Company, at such place as the Underwriters and the
Company shall agree. The Closing Date and the location of delivery of payment
for the Securities may be varied by agreement between the Underwriters and the
Company.

Certificates for the Securities shall be registered in such names and
issued in such denominations as the Underwriters shall request in writing not
later than two full business days prior to the Closing Date. Such certificates
shall be made available to the Underwriters at the offices of DLJ (or at such
other place as shall be acceptable to the Underwriters) for inspection not later
than 9:30 A.M., New York City time, on the business day next preceding the
Closing Date. Certificates in definitive form evidencing the Securities shall
be delivered to the Underwriters on the Closing Date, with any transfer taxes
thereon duly paid by the Company, for the respective accounts of the
Underwriters against payment of the Purchase Price therefor by wire or certified
or official bank checks payable in Federal funds to the order of the Company.

3A. ENGAGEMENT OF INDEPENDENT UNDERWRITER.

(a) The Company hereby confirms its engagement of the services of the
Independent Underwriter as, and the Independent Underwriter hereby confirms
its agreement with the Company to render services as, a "qualified
independent underwriter" within the meaning of Rule 2720(b)(15) of the NASD
Rules of Conduct with respect to the offering and sale of the Securities.

(b) The Independent Underwriter hereby represents and warrants to,
and agrees with, the Company and the Underwriters that with respect to the
offering and sale of the Securities as described in the Prospectus:

(i) The Independent Underwriter constitutes a "qualified
independent underwriter" within the meaning of Rule 2720(b)(15) of the
NASD Rules of Conduct;

-2-

<PAGE>

(ii) The Independent Underwriter has participated in the
preparation of the Registration Statement and the Prospectus and has
exercised the usual standards of "due diligence" in respect thereto;

(iii) The Independent Underwriter has undertaken the legal
responsibilities and liabilities of an underwriter under the Act
specifically including those inherent in Section 11 thereof;

(iv) Based upon (A) a review of the Company, including an
examination of the Registration Statement, information regarding the
earnings, assets, capital structure and growth rate of the Company and
other pertinent financial and statistical data, (B) inquiries of and
conferences with the management of the Company and independent public
accountants regarding the business and operations of the Company,
(C) consideration of the prospects for the industry in which the
Company competes, estimates of the business potential of the Company,
assessments of its management, the general condition of the securities
markets, market prices of the capital stock and debt securities of,
and financial and operating data concerning, companies believed by the
Independent Underwriter to be comparable to the Company with debt
securities of maturity and seniority similar to the Securities and the
demand for securities of comparable companies similar to the
Securities and (D) such other studies, analyses and investigations as
the Independent Underwriter has deemed appropriate, and assuming that
the offering and sale of the Securities is made as contemplated herein
and in the Prospectus, the Independent Underwriter recommends, as of
the date of the execution and delivery of this Agreement, that the
yield on the Securities be not less than ___% (corresponding to an
initial public offering price of ___%), which minimum yield should in
no way be considered or relied upon as an indication of the value of
the Securities; and

(v) Subject to the provisions of Section 7 hereof, the Independent
Underwriter will furnish to the Underwriters at the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to
the Underwriters, to the effect of clauses (i) through (iv) above.

(c) The Independent Underwriter hereby agrees with the Company and
the Underwriters that, as part of its services hereunder, in the event of
any amendment or supplement to the Prospectus, the Independent Underwriter
will render services as a "qualified independent underwriter" within the
meaning of Rule 2720(b)(15) of the NASD Rules of Conduct with respect to
the offering and sale of the Securities as described in the Prospectus as
so amended or supplemented that are substantially the same as those
services being rendered with respect to the offering and sale of the
Securities as described in the Prospectus (including those described in
subsection (b) above).

(d) The Company, the Underwriters and the Independent Underwriter
agree to comply in all material respects with all of the requirements of
Rule 2710(c)(8) of the NASD Rules of Conduct applicable to them in
connection with the offering and sale of the Securities. The Company
agrees to use its reasonable efforts to cooperate with the Underwriters and
the Independent Underwriter to enable the Underwriters to comply with
Rule 2710(c)(8) of the NASD Rules of Conduct and the Independent
Underwriter to perform the services contemplated by this Agreement.

(e) As compensation for the services of the Independent Underwriter
hereunder, the Company agrees to pay the Independent Underwriter $75,000 at
the Closing Date. In addition, the Company agrees promptly to reimburse
the Independent Underwriter for all out-of-pocket expenses reasonably
incurred in connection with this Agreement and the services to be rendered
hereunder.

4. AGREEMENTS OF THE COMPANY. The Company agrees with each of the
Underwriters:

-3-

<PAGE>
(a) It will, if necessary, file an amendment to the Registration
Statement including, if necessary, a post-effective amendment to the
Registration Statement, in each case as soon as practicable after the
execution and delivery of this Agreement, and will use its best efforts to
cause the Registration Statement or such post-effective amendment to become
effective at the earliest possible time. The Company will comply and in a
timely manner with the applicable provisions of Rule 424 and Rule 430A
under the Act.

(b) To advise DLJ promptly and, if requested by DLJ, to confirm such
advice in writing, (i) when the Registration Statement has become effective
and when any post-effective amendment to it becomes effective, (ii) of the
receipt of any comments from the Commission or any state securities
commission or regulatory authority that relate to the Registration
Statement or of any request by the Commission or any state securities
commission or regulatory authority for amendments to the Registration
Statement or amendments or supplements to the Prospectus or for additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the
suspension of qualification of the Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for such purposes by the
Commission or any state securities commission or other regulatory
authority, and (iv) of the happening of any event during the period
referred to in paragraph (e) below which makes any statement of a material
fact made in the Registration Statement (as amended or supplemented from
time to time) untrue or which requires the making of any additions to or
changes in the Registration Statement (as amended or supplemented from time
to time) in order to make the statements therein not misleading or that
makes any statement of a material fact made in the Prospectus (as amended
or supplemented from time to time) untrue or which requires the making of
any addition to or change in the Prospectus (as amended or supplemented
from time to time) in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company
shall use commercially reasonable efforts to prevent the issuance of any
stop order or order suspending the qualification or exemption of the
Securities under any Federal or state securities or Blue Sky laws, and, if
at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities
commission or any other regulatory authority shall issue an order
suspending the qualification or exemption of the Securities under any state
securities or Blue Sky laws, the Company shall use every reasonable effort
to obtain the withdrawal or lifting of such order at the earliest possible
time.

(c) To furnish to DLJ, without charge, 3 signed copies of the
Registration Statement as first filed with the Commission and of each
amendment to it, including all exhibits, and will furnish such number of
conformed copies of the Registration Statement as so filed and of each
amendment to it, without exhibits, as DLJ may reasonably request.

(d) Not to file any amendment or supplement to the Registration
Statement, whether before or after the time when it becomes effective, or
to make any amendment or supplement to the Prospectus of which the
Underwriters shall not previously have been advised and provided a copy or
to which the Underwriters shall reasonably object unless, in the opinion of
counsel to the Company, such amendment or supplement is necessary to comply
with applicable law; and to prepare and file with the Commission, promptly
upon the reasonable request of the Underwriters, any amendment to the
Registration Statement or supplement to the Prospectus which may be
necessary or advisable in connection with the distribution of the
Securities by the Underwriters, and to use its best efforts to cause the
same to become promptly effective.

(e) Promptly after the Registration Statement becomes effective, and
from time to time thereafter for such period, not in excess of six months,
in the reasonable judgment of DLJ as a prospectus is required by law to be
delivered in connection with sales by an Underwriter or a dealer, to
furnish to each Underwriter and dealer as many copies of the Prospectus
(and of any amendment or

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<PAGE>

supplement to the Prospectus) as such Underwriter or dealer may reasonably
request, and in case any Underwriter is required by law to deliver a
prospectus in connection with any offers or any sales of the Securities
at any time six months or more after the effective date of the
Registration Statement, upon the request of such Underwriter but at the
expense of such Underwriter, to deliver to such Underwriter as many
copies of the Prospectus (and of any amendment or supplement to the
Prospectus) as such Underwriter may request. The Company consents to
the use of the Prospectus and any amendment or supplement thereto by the
Underwriters or any dealer in accordance with the provisions of the Act
and of the securities or Blue Sky laws of the jurisdictions in which the
Securities are being offered, both in connection with the offering or
sale of the Securities by an Underwriter or dealer and for such period
of time thereafter as the Prospectus is required by law to be delivered
in connection therewith.

(f) If during the period specified in paragraph (e) any event shall
occur as a result of which it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the Prospectus to
comply with any law, it will promptly prepare and file with the Commission
an appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not, in
the light of the circumstances existing as of the date the Prospectus is so
delivered, be misleading, and will comply with applicable law, and will
furnish to each Underwriter and dealer without charge such number of copies
thereof as such Underwriters and dealers may reasonably request.

(g) Prior to any public offering of the Securities, to cooperate with
the Underwriters and counsel for the Underwriters in connection with the
registration or qualification of the Securities for offer and sale by the
several Underwriters and by dealers under the state securities or Blue Sky
laws of such United States jurisdictions as DLJ may reasonably request
(provided that the Company shall not be obligated to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to take
any action that would subject it to general service of process or taxation
in any jurisdiction in which it is not now so subject). The Company will
continue such qualification in effect so long as required by law for the
distribution of the Securities.

(h) To mail and make generally available to its security holders as
soon as reasonably practicable an earnings statement covering a period of
at least twelve months after the effective date of the Registration
Statement (but in no event commencing later than 90 days after such date)
which shall satisfy the provisions of Section 11(a) including, at the
option of the Company, Rule 158 under the Act.

(i) So long as any of the Securities are outstanding, to mail to each
of the Underwriters, without charge, as soon as available a copy of each
report mailed to the security holders of the Company generally.

(j) Whether or not the transactions contemplated hereby are
consummated or this Agreement is terminated, to pay all costs, expenses,
fees and taxes incident to (i) the preparation, printing, processing,
filing, distribution and delivery under the Act of the Registration
Statement, each preliminary prospectus, the Prospectus and all amendments
or supplements thereto, (ii) the printing and delivery of this Agreement
and the Indenture, (iii) the registration with the Commission and the
issuance and delivery of the Securities, (iv) the registration or
qualification of the Securities for offer and sale under the securities or
Blue Sky laws of the several states (including in each case the reasonable
fees and disbursements of counsel for the Underwriters relating to such
registration or qualification and memoranda relating thereto), (v) filings
and clearance with the NASD in connection with the offering (including the
reasonable fees and disbursements of counsel relating thereto), (vi) the
rating of the Securities by rating agencies, (vii) furnishing such copies
of the Registration Statement,

-5-

<PAGE>
the Prospectus and all amendments and supplements thereto as may be
reasonably requested for use in connection with the offering or sale of
the Securities by the Underwriters or by dealers to whom Securities may
be sold and (viii) the performance by the Company of its other
obligations under this Agreement, including (without limitation) the
fees of the Trustee, the cost of its personnel and other internal costs,
the cost of printing the certificates representing the Securities, and
all expenses incident to the sale and delivery of the Securities to the
Underwriters.

(k) During the period beginning on the date hereof and continuing to
and including the Closing Date, not to offer, sell contract to sell or
otherwise dispose of any debt securities of the Company or warrants to
purchase debt securities of the Company substantially similar to the
Securities (other than (i) the Securities and (ii) commercial paper issued
in the ordinary course of business), without DLJ's prior written consent,
which shall not be unreasonably withheld.

(l) It will use the proceeds from the sale of the Securities in the
manner described in the Prospectus under the caption "Use of Proceeds."

(m) It will not voluntarily claim, and will actively resist any
attempts to claim, the benefit of any usury laws against the holders of the
Securities.

(n) To use commercially reasonable efforts to do and perform all
things required or necessary to be done and performed under this Agreement
by the Company prior to or after the Closing Date and to satisfy all
conditions precedent to the delivery of the Securities.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter and the Independent Underwriter
that:

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and, to the best of the Company's knowledge, no proceedings for such
purpose are pending before or threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did
not contain and as amended, if applicable, will not, at the date of any
such amendment, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) the Registration Statement and
the Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Act and (iii) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not, at
the date of the Prospectus, at the date of any such amendment or supplement
and at the Closing Date or an Option Closing Date, as the case may be,
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph (b) do not apply
to statements or omissions in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished to the Company
in writing by or on behalf of such Underwriter or relating to the
Independent Underwriter furnished to the Company in writing by the
Independent Underwriter, in each case expressly for use therein. The
Company acknowledges for all purposes under this Agreement that the
statements set forth in the first sentence of the last paragraph on the
cover page and in the third and fifth paragraphs under the caption
"Underwriting" in the Prospectus (or any amendment or supplement)
constitute the only written information furnished to the Company by any
Underwriter or the Independent Underwriter expressly for use in the
Registration Statement or the Prospectus (or any amendment or supplement to
them).

-6-
<PAGE>
(c) Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 or 430A under the Act, and each Registration Statement
filed pursuant to Rule 462(b) under the Act, if any, complied when so filed
in all material respects with the Act; and did not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

(d) The Company and each of its Significant Subsidiaries (as defined
below) has been duly organized or formed, as the case may be, is validly
existing as a corporation or partnership, as the case may be, in good
standing under the laws of its jurisdiction of incorporation or formation
and has the power and authority to carry on its business as it is currently
being conducted and to own, lease and operate its properties, and the
Company and each of its Significant Subsidiaries is duly qualified and is
in good standing as a foreign corporation or partnership, as the case may
be, authorized to do business in each jurisdiction where the operation,
ownership or leasing of property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not
reasonably be expected to have a material adverse effect on the properties,
business, results of operations or financial condition of the Company and
its subsidiaries, taken as a whole (a "Material Adverse Effect"); the
Company has the corporate power and authority to authorize the offering of
the Securities, to execute, deliver and perform this Agreement and to
issue, sell and deliver the Securities; "Significant Subsidiary" means any
subsidiary of the Company that would constitute a "Significant Subsidiary"
under Rule 1-02 of Regulation S-X of the Commission, including, upon
consummation of the Merger, Champion and any of its subsidiaries that, on a
pro forma basis after giving effect to the Merger, meet the foregoing
criteria.

(e) All of the issued and outstanding shares of capital stock of, or
other ownership interests in, each Significant Subsidiary of the Company
have been duly and validly authorized and issued, and, except as described
in the Prospectus, all of the shares of capital stock of, or other
ownership interests in, each Significant Subsidiary are owned, directly or
through subsidiaries, by the Company. Except as set forth in the
Paracelsus Disclosure Letter dated April 12, 1996, all such shares of
capital stock are fully paid and nonassessable, and, except as described in
the Prospectus, all such shares of capital stock or other ownership
interests are owned free and clear of any security interest, mortgage,
pledge, claim, lien or encumbrance (each, a "Lien"). Except as described
in the Prospectus, there are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale or
Liens related to or entitling any person to purchase or otherwise to
acquire any shares of the capital stock of, or other ownership interest in,
any Significant Subsidiary.

(f) The Indenture has been duly authorized by the Company and, when
duly executed and delivered in accordance with its terms, will be a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms except to the extent that (i) enforcement thereof
may be limited by (A) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (B) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity) and (ii) the waiver contained in
section 515 of the Indenture may be deemed unenforceable. The Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended
(the "TIA").

(g) The Securities have been duly authorized by the Company and, on
the Closing Date or Option Closing Date, as the case may be, will have been
duly executed by the Company and will conform in all material respects to
the description thereof in the Registration Statement and the Prospectus.
When the Securities are issued, authenticated and delivered in accordance
with the Indenture and paid for in accordance with the terms of this
Agreement, the Securities will constitute

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<PAGE>
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to the benefits of
the Indenture, except to the extent that enforcement thereof may be
limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally and (2) general principles of
equity regardless of whether enforceability is considered in a
proceeding at law or in equity.

(h) Neither the Company nor any of its subsidiaries is in violation
of, or in default under (nor has any event occurred which with notice,
lapse of time or both would constitute a breach of or default under) its
respective charter or bylaws or in the performance of any bond, debenture,
note or any other evidence of indebtedness or any indenture, mortgage, deed
of trust or other contract, lease or other instrument to which the Company
or any of the Subsidiaries is a party or by which any of them is bound, or
to which any of the property or assets of the Company or any of the
Subsidiaries is subject, except as would not reasonably be expected to
have, singly or in the aggregate, a Material Adverse Effect.

(i) This Agreement has been duly authorized and validly executed and
delivered by the Company, and this Agreement constitutes a legal, valid and
binding agreement of the Company, enforceable against the Company in
accordance with its terms, except to the extent that (i) enforcement
thereof may be limited by (A) bankruptcy, insolvency, reorganization,
fraudulent conveyance, or other similar laws now or hereafter in effect
relating to creditors' rights generally and (B) general principles of
equity (regardless of whether enforceability is considered in a proceeding
at law or in equity); and (ii) rights to indemnity and contribution
hereunder may be limited by state or Federal securities laws or the
policies underlying such laws.

(j) The execution and delivery of this Agreement, the Indenture and
the Securities by the Company, the issuance and sale of the Securities, the
execution and delivery of each of the Transaction Documents by each of the
Company, Merger Sub and Champion (each a "Merger Party" and collectively,
the "Merger Parties"), to the extent each is a party thereto, the
performance of this Agreement, the Indenture and the Transaction Documents
and the consummation of the transactions contemplated by this Agreement,
the Indenture and the other Transaction Documents will not conflict with or
result in a breach or violation (or constitute an event that with notice or
the lapse of time, or both, would constitute a breach or violation) of any
of the respective charters or bylaws of the Company or any of its
subsidiaries, or any partnership agreement to which the Company or any of
its subsidiaries is a party, or any of the terms or provisions of, or
constitute a default under, or cause an acceleration of any obligation
under, or result in the imposition or creation of (or the obligation to
create or impose) a Lien (or an event that with notice or the lapse of
time, or both, would constitute a default, cause an acceleration or result
in a Lien) with respect to, any bond, note, debenture or other evidence of
indebtedness or any indenture, mortgage, deed of trust or other agreement
or instrument to which the Company or any of its subsidiaries is a party or
by which it or any of them is bound, or to which any properties of the
Company or any of its subsidiaries is or may be subject, or contravene any
order of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties, or
violate or conflict with any statute, rule or regulation or administrative
or court decree applicable to the Company or any of its subsidiaries, or
any of their respective properties, except, with respect to all matters
covered by this paragraph (j), as would not reasonably be expected to have,
singly or in the aggregate, a Material Adverse Effect.

(k) Except as described in the Prospectus, there is no action, suit
or proceeding before or by any court or governmental agency or body,
domestic or foreign, pending against or affecting the Company or any of the
Subsidiaries, or any of their respective properties, which is required to
be disclosed in the Registration Statement or the Prospectus, or which is
reasonably likely to result, singly

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<PAGE>

or in the aggregate, in a Material Adverse Effect or which is reasonably
likely to materially and adversely affect the consummation of this
Agreement or the transactions contemplated hereby, and to the best of
the Company's knowledge, no such proceedings are contemplated or
threatened. Neither the Company nor any of the Subsidiaries is subject
to any judgment, order, decree, rule or regulation of any court,
governmental authority or arbitration board or tribunal which has had or
which can reasonably be expected to have a Material Adverse Effect. No
contract or document of a character required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to
the Registration Statement is not so described or filed.

(l) The Company and each of its subsidiaries has such permits,
consents, licenses, franchises, exemptions, orders, authorizations, or
other approvals (including, without limitation, certificate of need
approvals) (collectively, "Authorizations") of and from, and has made all
declarations and filings with, all Federal, state, local and other
governmental authorities, all self-regulatory organizations and all courts
and other tribunals, necessary or required to own, lease, license and use
its properties and assets and to conduct its business in the manner
described in the Prospectus, except those the absence of which would not
have a Material Adverse Effect. All such Authorizations are valid and in
full force and effect and the Company and each of its subsidiaries (i) has
fulfilled and performed all of its material obligations with respect to,
and is in compliance in all material respects with the terms and conditions
of, such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with
respect thereto, and no event has occurred which allows, or after notice or
lapse of time would allow, revocation or termination thereof or result in
any other material impairment of the rights of the holder of any such
Authorization, except where the effect would not have a Material Adverse
Effect and (ii) has no reason to believe that any governmental body or
agency is considering limiting, suspending or revoking any such
Authorization.

(m) The firms of accountants that have certified the applicable
consolidated financial statements and supporting schedules of (i) the
Company, (ii) Champion, (iii) Davis Hospital and Medical Center, Pioneer
Valley Hospital and Santa Rosa Medical Center, (iv) Dakota Heartland Health
System, (v) Jordan Valley Hospital, and (vi) Salt Lake Regional Medical
Center, filed with the Commission as part of the Registration Statement and
the Prospectus are, to the best of the Company's knowledge, independent
public accountants with respect to the Company and the Subsidiaries and
Champion and its subsidiaries, respectively, as required by the Act. The
consolidated historical financial statements, together with related
schedules and notes, set forth in the Prospectus and the Registration
Statement, comply as to form in all material respects with the requirements
of the Act. Such historical financial statements fairly present the
consolidated financial position of the Company and the Subsidiaries at the
respective dates indicated and the results of their operations and their
cash flows for the respective periods indicated, in accordance with
generally accepted accounting principles ("GAAP") consistently applied
throughout such periods. Such PRO FORMA financial statements have been
prepared in conformity with the standards set forth in Rule 11-02 of
Regulation S-X and on a basis consistent with such historical statements
and give effect to assumptions made on a reasonable basis and present
fairly the historical and proposed transactions contemplated by the
Prospectus and this Agreement. The Company's and Champion's ratios of
earnings to fixed charges included in the Prospectus under the captions
"Company Unaudited Pro Forma Condensed Financial Statements," "Paracelsus
Selected Historical Consolidated Financial and Operating Data," "Paracelsus
and Champion Unaudited Pro Forma Condensed Combining Financial Statements,"
"Paracelsus Unaudited Pro Forma Condensed Combining Financial Statements"
and "Champion Unaudited Pro Forma Condensed Combining Statements of Income
and Unaudited Historical Condensed Balance Sheet" have been calculated in
compliance with Item 503(d) of the Commission's Regulation S-K. The other
financial and statistical information and data included in the Prospectus
and in the Registration Statement, historical and PRO FORMA, are, in all
material respects, accurately presented and prepared on a basis

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<PAGE>
consistent with such financial statements and the books and records of the
Company and the Subsidiaries.

(n) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus and up to the
Closing Date, except as set forth or contemplated in the Prospectus,
neither the Company nor any of the subsidiaries has incurred any
liabilities or obligations, direct or contingent, which are material to the
Company and the subsidiaries taken as a whole, nor entered into any
transaction not in the ordinary course of business, and there has not been,
singly or in the aggregate, any material adverse change in the properties,
business, results of operations or financial condition of the Company and
its subsidiaries, taken as a whole (a "Material Adverse Change"), or, to
the best knowledge of the Company, any development which may reasonably be
expected to involve a Material Adverse Change.

(o) No authorization, approval or consent or order of, or filing
with, any court or governmental body or agency is necessary in connection
with the transactions contemplated by this Agreement, except such as may be
required by the NASD or have been obtained and made under the Act, the TIA
or state securities or Blue Sky laws or regulations. The Company has
complied with all provisions of Section 517.075, Florida Statutes (Chapter
92-198, Laws of Florida) relating to the disclosure of business with Cuba.

(p) The Company is not (i) an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or (ii) a "holding
company" or a "subsidiary company" of a holding company, or an "affiliate"
thereof within the meaning of the Public Utility Holding Company Act of
1935, as amended.

(q) Except as set forth in the Prospectus or as would not, based upon
advice from the Commission, result in a violation of the Exchange Act and
the rules and regulations of the Commission thereunder, the Company has not
(i) taken, directly or indirectly, any action designed to cause or to
result in, or that has constituted or which might reasonably be expected to
constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities or
(ii) since the initial filing of the Registration Statement (A) sold, bid
for, purchased, or paid anyone any compensation for soliciting purchases
of, the Securities or (B) paid or agreed to pay to any person other than
DLJ any compensation for soliciting another to purchase any other
securities of the Company.

(r) Each Merger Party has, to the extent each is or will be a party
thereto, all requisite corporate power and authority to execute, deliver
and perform their respective obligations under each of the Transaction
Documents; each of the Transaction Documents has been duly and validly
authorized, executed and delivered by the Merger Parties, to the extent
each is a party thereto, and each constitutes a valid and legally binding
agreement of the Merger Party enforceable against each Merger Party in
accordance with its terms (assuming due authorization, execution and
delivery of each Transaction Document by any other party thereto); and
neither the Company nor Merger Sub nor, to the best knowledge of the
Company, Champion is in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any of the
Transaction Documents, which default would have a Material Adverse Effect.

(s) The Merger has been duly authorized by the Merger Parties and the
Merger has been approved by stockholders of Champion holding the requisite
number of shares required to approve the Merger; insofar as the Prospectus
contains summaries of the Merger Agreement, the Merger and the other
transactions and agreements ancillary thereto, such summaries are in all
material respects accurate.

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<PAGE>
(t) Immediately after the consummation of the Merger and the
transactions contemplated by the Transaction Documents, the fair value and
present fair salable value of the assets of the Company will exceed the sum
of its stated liabilities and identified contingent liabilities; neither
the Company nor Champion will be, after giving effect to the execution,
delivery and performance of the Transaction Documents, to the extent each
is a party thereto, and the consummation of the transactions contemplated
thereby, (i) left with unreasonably small capital with which to carry on
its business as it is proposed to be conducted, (ii) unable to pay its
debts (contingent or otherwise) as they mature or (iii) otherwise
insolvent.

(u) The Company has delivered to the Underwriters a true and correct
copy of each of the Transaction Documents that have been executed and
delivered prior to the date of this Agreement and each other Transaction
Document in the form substantially as it will be executed and delivered on
or prior to the Closing Date, together with all related agreements and all
schedules and exhibits thereto, and there have been no amendments,
alterations, modifications or waivers of any of the provisions of any of
the Transaction Documents since their date of execution or from the form in
which it has been delivered to the Underwriters; there exists as of the
date hereof (after giving effect to the transactions contemplated by the
Transaction Documents) no event or condition which would constitute a
default or an event of default (in each case as defined in the New Credit
Facility) under the New Credit Facility and no event or condition which
would constitute a default or an event of default (in each case as defined
in each of the Transaction Documents) under any of the Transaction
Documents which would reasonably be expected to result in a Material
Adverse Effect or materially adversely effect the ability of each of the
Merger Parties to consummate the Merger and the transactions contemplated
by the Merger Agreement.

5A. The Independent Underwriter hereby consents to the references to
it as set forth under the caption "Underwriting" in the Prospectus and in any
amendment or supplement thereto made in accordance with Section 4(a) hereof.

6. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Underwriter and the Independent Underwriter and each person, if
any, who controls any Underwriter or the Independent Underwriter, as the case
may be, within the meaning of Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages, liabilities and judgments caused by
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided, however, that (i) except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriters or the Independent Underwriter, as the
case may be, furnished in writing to the Company by or on behalf of any
Underwriter through DLJ or the Independent Underwriter, respectively, expressly
for use therein or that constitutes a reference to the Independent Underwriter
consented to by it pursuant to Section 5A hereof and (ii) the foregoing
indemnity agreement with respect to any untrue statement contained in or
omission from a preliminary prospectus shall not inure to the benefit of an
Underwriter from whom the person asserting any such losses, liabilities, claims,
damages or expenses purchased Securities, or any person controlling such
Underwriter, if a copy of the Prospectus (as then amended or supplemented, if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person, if such is
required by law, at or prior to the written confirmation of the sale of such
Securities to such person and the untrue statement contained in or omission from
such preliminary prospectus was corrected in the Prospectus (or the Prospectus
as amended or supplemented).

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<PAGE>
The Company also agrees to indemnify and hold harmless the Independent
Underwriter and each person, if any, who controls such Independent Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
from and against all losses, claims, damages, liabilities and judgments incurred
as a result of the Independent Underwriter's participation as a "qualified
independent underwriter" within the meaning of Rule 2720(b)(15) of the NASD
Rules of Conduct in connection with the offering of the Securities; PROVIDED,
HOWEVER, that to the extent that any such losses, claims, damages, liabilities
or judgments are found in a final judgment by a court of competent jurisdiction,
not subject to further appeal, to have resulted from the willful misconduct or
gross negligence of the Independent Underwriter, the Company shall not be liable
to that extent.

(b) In case any action shall be brought against any Underwriter or
the Independent Underwriter, as the case may be, or any person controlling such
Underwriter or the Independent Underwriter, as the case may be, based upon any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto and with respect to which indemnity may be
sought against the Company, such Underwriter or the Independent Underwriter, as
the case may be, shall promptly notify the Company in writing; PROVIDED, that
the failure of any Underwriter or the Independent Underwriter, as the case may
be, to give notice shall not relieve the Company of its obligations pursuant to
paragraph (a) of this Section 6 unless and to the extent that such delay or
omission materially adversely affects the ability of the Company to defend or
assume the defense of such action and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
indemnified party and payment of all reasonable fees and expenses, subject to
repayment to the Company if it is determined that such Underwriter or the
Independent Underwriter, as the case may be, is not entitled to indemnification
hereunder. Any Underwriter, the Independent Underwriter or any such controlling
person shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Underwriter, the Independent Underwriter or such
controlling person, as the case may be, unless (i) the employment of such
counsel shall have been specifically authorized in writing by the Company, (ii)
the Company shall have failed, within a reasonable time, to assume the defense
and employ counsel or (iii) the named parties to any such action (including any
impleaded parties) include both such Underwriter, the Independent Underwriter or
such controlling person, as the case may be, and the Company and such
Underwriter, the Independent Underwriter or such controlling person, as the case
may be, shall have been advised in writing by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the Company (in which case the Company shall not have the
right to assume the defense of such action on behalf of such Underwriter, the
Independent Underwriter or such controlling person, as the case may be, it being
understood, however, that the Company shall not, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all such Underwriters, the
Independent Underwriter and controlling persons, which firm shall be designated
in writing by DLJ and that all such fees and expenses shall be reimbursed as
they are incurred); PROVIDED, HOWEVER, that if indemnity is sought pursuant to
the second paragraph of Section 6(a), then the Company shall be liable for the
reasonable fees and expenses of not more than one separate counsel (in addition
to any local counsel) for the Independent Underwriter in its capacity as
"qualified independent underwriter" if in the opinion of the Independent
Underwriter there may exist a conflict of interest between the Independent
Underwriter and the Company or other indemnified parties. In the case of any
such separate counsel for the Independent Underwriter, such counsel shall be
designated in writing by the Independent Underwriter. The Company shall not be
liable for any settlement of any such action effected without its written
consent but if settled with the written consent of the Company, the Company
agrees to indemnify and hold harmless any Underwriter, the Independent
Underwriter and any such controlling person, as the case may be, from and
against any loss or liability by reason of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity

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could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and the Independent Underwriter and any person
controlling the Company or the Independent Underwriter, as the case may be,
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
to the same extent as the foregoing indemnity from the Company to each
Underwriter and the Independent Underwriter but only with reference to
information relating to such Underwriter furnished in writing by or on behalf of
such Underwriter expressly for use in the Registration Statement, the Prospectus
or any preliminary prospectus. In case any action shall be brought against the
Company, any of its directors, any such officer, the Independent Underwriter or
any person controlling the Company or the Independent Underwriter, as the case
may be, based on the Registration Statement, the Prospectus or any preliminary
prospectus and in respect of which indemnity may be sought against any
Underwriter, the Underwriter shall have the rights and duties given to the
Company (except that if the Company shall have assumed the defense thereof, such
Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof but the fees and expenses of such
counsel shall be at the expense of such Underwriter), and the Company, its
directors, any such officers, the Independent Underwriter and any person
controlling the Company or the Independent Underwriter, as the case may be,
shall have the rights and duties given to the Underwriter, by Section 6(b)
hereof.

(d) The Independent Underwriter agrees to indemnify and hold harmless
the Company, its directors and officers who sign the Registration Statement,
each Underwriter and any person controlling the Company or any such Underwriter,
as the case may be, within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, to the same extent as the foregoing indemnity from the Company
to each Underwriter and the Independent Underwriter but only with reference to
information relating to the Independent Underwriter furnished in writing by or
on behalf of such Underwriter expressly for use in the Registration Statement,
the Prospectus or any preliminary prospectus. In case any action may be brought
against the Company, any of its directors, any such officer, any Underwriter or
any person controlling the Company or such Underwriter, as the case may be,
based on the Registration Statement, the Prospectus or any preliminary
prospectus and in respect of which indemnity may be sought against the
Independent Underwriter, the Independent Underwriter shall have the rights and
duties given to the Company (except that if the Company shall have assumed the
defense thereof, the Independent Underwriter shall not be required to do so, but
may employ separate counsel therein and participate in the defense thereof but
the fees and expenses of such counsel shall be at the expense of the Independent
Underwriter), and the Company, its directors, any such officers, any Underwriter
and any person controlling the Company or such Underwriter, as the case may be,
shall have the rights and duties given to the Underwriter, by Section 7(b)
hereof.

(e) If the indemnification provided for in this Section 6 is
applicable in accordance with its terms but is finally determined by a court to
be unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities and judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by each party to this
Agreement from the offering of the Securities or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of each party to this Agreement in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Company, the Underwriters
and the Independent Underwriter shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company, the total underwriting discounts and commissions received by the
Underwriters and the fee payable to the Independent Underwriter pursuant to the
first sentence of Section 3A(e) hereof, respectively, bear to the

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total price to the public of the Securities, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Company, the Underwriters or the
Independent Underwriter and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.

The Company, the Underwriters and the Independent Underwriter agree
that it would not be just and equitable if contribution pursuant to this Section
6(e) were determined by pro rata allocation (even if the Underwriters and the
Independent Underwriter were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
underwriting discount applicable to the Securities purchased by such Underwriter
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission and the Independent Underwriter shall not be required to
contribute in excess of the amount by which its fee received for acting as
Independent Underwriter exceeds the amount of any damages which the Independent
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. Notwithstanding
anything to the contrary contained herein, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 6(e) are several in proportion to the respective number of Securities
purchased by each of the Underwriters hereunder and not joint.

7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters to purchase the Firm Securities under this Agreement on the
Closing Date and the obligations of the Independent Underwriter under this
Agreement are subject to the satisfaction or waiver in the sole discretion of
the Underwriters or the Independent Underwriter, as the case may be, of each of
the following conditions:

(a) All the representations and warranties of the Company contained
in this Agreement shall be true and correct on the Closing Date with the
same force and effect as if made on and as of the Closing Date or Option
Closing Date, as the case may be. The Company shall have performed or
complied with in all material respects all of its obligations and
agreements herein contained and required to be performed or complied with
by it at or prior to the Closing Date.

(b) The Registration Statement shall have become effective (or, if a
post-effective amendment is required to be filed, such post-effective
amendment shall have become effective) not later than 10:00 A.M. (and in
the case of a Registration Statement filed under Rule 462(b) of the Act,
not later than 10:00 P.M.), New York City time, on the date of this
Agreement or at such later date and time as DLJ may approve in writing, and
at the Closing Date no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or threatened
by the Commission and every request for additional information on the part
of the Commission shall have been complied with in all material respects;
and no stop order suspending the sale of the Securities in any jurisdiction
referred to in Section 4(g) shall have been issued and no proceeding for
that purpose shall have been commenced or shall be pending or threatened.

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<PAGE>
(c) No action shall have been taken and no statute, rule, regulation
or order shall have been enacted, adopted or issued by any governmental
agency which would, as of the Closing Date prevent the issuance of any of
the Securities; and no injunction, restraining order or order of any nature
by a Federal or state court of competent jurisdiction shall have been
issued as of the Closing Date which would prevent the issuance of any of
the Securities.

(d) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have been any downgrading, nor
shall any notice have been given of any intended or potential downgrading
or of any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating organization",
as such term is defined for purposes of Rule 436(g)(2) under the Securities
Act.

(e)(i) Except as reflected in or contemplated by the Registration
Statement and the Prospectus, since the earlier of the date hereof or the
dates as of which information is given in the Registration Statement and
the Prospectus, there shall not have been any Material Adverse Change or,
to the best knowledge of the Company, any development involving a
prospective Material Adverse Change, (ii) since the date of the latest
balance sheet included in the Registration Statement and the Prospectus
there shall not have been any change in the capital stock or in the
long-term debt of the Company and the Subsidiaries, taken as a whole, and
(iii) the Company and the Subsidiaries shall have no liability or
obligation, direct or contingent, which is material to the Company and the
Subsidiaries, taken as a whole.

(f) The Underwriters or the Independent Underwriter, as the case may
be, shall have received a certificate dated the Closing Date signed by the
President and the Chief Financial Officer of the Company, confirming the
matters set forth in paragraphs (a), (b), (c), (d) and (e) of this Section
7 (the "Company Certificate").

(g) The Underwriters or the Independent Underwriter, as the case may
be, shall have received on the Closing Date an opinion (satisfactory to the
Underwriters or the Independent Underwriter, as the case may be, and
counsel for the Underwriters), dated the Closing Date, of Skadden Arps,
Slate Meagher & Flom, counsel for the Company, to the effect that:

(i) the Company is validly existing and in good standing as a
corporation under the laws of the State of California and has the
requisite corporate power and corporate authority to carry on its
business as it is currently being conducted and to own, lease and
operate its properties;

(ii) the Company has the requisite corporate power and authority to
execute, deliver and perform this Agreement and to authorize, issue
and sell the Securities as contemplated by this Agreement;

(iii) each of this Agreement and the Indenture have been duly
authorized, executed and delivered by the Company;

(iv) when authenticated in accordance with the terms of the
Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of this Agreement, the Securities will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms and
entitled to the benefits of the Indenture, except (x) to the extent
that enforcement thereof may be affected by (A) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
other

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<PAGE>
similar laws now or hereafter in effect relating to or affecting
creditors' rights and remedies generally and (B) general principles of
equity (regardless of whether enforcement is sought in a proceeding at
law or in equity) and (y) such counsel need not express any opinion
with respect to the enforceability of Section 515 of the Indenture.

(v) the Indenture, assuming due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms, (x) except to the extent that enforcement
thereof may be affected by (A) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws now or
hereafter in effect relating to or affecting creditors' rights and
remedies generally and (B) general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and
(y) such counsel need not express any opinion with respect to the
enforceability of Section 515 of the Indenture.

(vi) the Securities and the Indenture conform in all material
respects to the descriptions thereof contained in the Prospectus;

(vii) the Company is not (A) an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or (B) a
"holding company" or a "subsidiary company" of a holding company, or
an "affiliate" thereof within the meaning of the Public Utility
Holding Company Act of 1935, as amended;

(viii) the staff of the Commission has orally advised such counsel
that the Registration Statement has become effective under the Act and
the Indenture has been duly qualified under the TIA; any required
filing of the Prospectus, and any supplements thereto, pursuant to
Rule 424(b) has been made in the manner and within the time period
required by Rule 424(b); and to the knowledge of such counsel no stop
order suspending the effectiveness of the Registration Statement or
any part thereof has been issued and no proceedings therefor have been
instituted or are pending or contemplated under the Act;

(ix) no authorization, approval, consent or order of, or filing
with, any court or governmental body or agency is required for the
issuance and sale of the Securities, under Applicable Laws (as
hereinafter defined). "Applicable Laws" shall mean those laws, rules
and regulations of the States of California and New York and of the
United States of America which, in the experience of such counsel, are
normally applicable to transactions of the type contemplated by the
Underwriting Agreement, the Indenture, the Notes and the other
Transaction documents and are not the subject of a specific opinion
with such opinion referring expressly to a particular law or laws.

(x) the execution and delivery by the Company of each of this
Agreement, the Indenture and the Securities and the issuance and sale
of the Securities pursuant to this Agreement and the Indenture do not
(i) conflict with the articles of incorporation or bylaws of the
Company, (ii) constitute a violation of or a default under or result
in the creation of any Lien upon any of the property of the Company or
any of its subsidiaries pursuant to any Applicable Contracts or
(iii) violate any Applicable Law or any Applicable Order (as defined).
"Applicable Contracts" mean those agreements or instruments set forth
on Schedule __ to the Officer's Certificate of the Company and which
have been identified as all the agreements and instruments which are
material to the business or financial condition of the Company and its
subsidiaries. For purposes of this paragraph (x), the term
"Applicable Orders" means those orders or decrees of Governmental
Authorities (as defined below) identified on Schedule __ to the
Officers' Certificate of the Company;

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<PAGE>
(xi) to the best of such counsel's knowledge, the Company is not in
violation of its charter or by-laws; and

(xii) at the time it became effective and on the Closing Date, the
Registration Statement (except for financial statements, the notes
thereto and related schedules and other financial data included
therein and the part of the Registration Statement that constitutes
the Statement of Eligibility of the Trustee on Form T-1, including the
exhibits thereto, (the "Form T-1"), as to which no opinion need be
expressed) complied as to form in all material respects with the Act
and the TIA.

In giving their opinion required by subsection (g) of this Section 7,
such counsel also shall state that such counsel has participated in conferences
with officers and other representatives of the Company and Champion,
representatives of the independent public accountants for the Company and
Champion, representatives of the Underwriters and counsel to the Underwriters at
which the contents of the Registration Statement and the Prospectus and related
matters were discussed and, although such counsel is not passing upon and does
not assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus on the
basis of the foregoing, no fact has come to the attention of such counsel that
leads it to believe that the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of its date and as
of the Closing Date, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, it being understood that such counsel is not expressing any
opinion or belief as to the financial statements, schedules and other financial,
numerical, accounting or statistical data included in or excluded from the
Registration Statement or the Prospectus, or the Form T-1.

(h) The Underwriters or the Independent Underwriter, as the case may
be, shall have received an opinion (satisfactory to the Underwriters or the
Independent Underwriter, as the case may be, and counsel for the
Underwriters), dated the Closing Date, of the general counsel for the
Company to the effect that:

(i) The Company and each of the Company's Significant Subsidiaries
has been duly incorporated or formed as the case may be, and is
validly existing as a corporation or partnership, as the case may be,
in good standing under the laws of its jurisdiction or incorporation
or formation; and the Company and each of its Significant Subsidiaries
is duly qualified and is in good standing as a foreign corporation or
partnership, as the case may be, except where the failure to be so
qualified would not reasonably be expected to have a Material Adverse
Effect;

(ii) to the best of such general counsel's knowledge, after
reasonable investigation, except as otherwise set forth in the
Prospectus, there is no action, suit or proceeding before or by any
court of governmental agency or body, domestic or foreign, pending
against or affecting the Company of any of its subsidiaries, or any of
their respective assets or properties, which is reasonably likely to
have, singly or in the aggregate, a Material Adverse Effect, and to
the best of such general counsel's knowledge, after reasonable
investigation, no such proceedings are threatened;

(iii) to the best of such general counsel's knowledge, after
reasonable investigation, no restraining order or injunction has been
issued by, and no investigation, action, claim, suit or proceeding has
been initiated or, to the best of such general counsel's knowledge,
threatened by or before any United States, California or New York
executive, legislative, judicial,

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<PAGE>
administrative or regulatory body, including, without limitation,
the Commission (each a "Governmental Authority") with respect to
(A) the issuance and sale of the Securities or (B) the execution,
delivery or performance by the Company of this Agreement;

(iv) the issuance and sale of the Securities, the consummation of
the transactions contemplated by the Transaction Documents, the
execution, delivery and performance by the Company of this Agreement
and the Transaction Documents and the compliance by the Company with
all the provisions of this Agreement and the Transaction Documents
will not conflict with or result in a breach of any of the terms or
provisions or, or constitute a default or cause an acceleration of any
obligation under, any bond, note, debenture or any other evidence of
indebtedness or any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them is bound, except
as would not have, singly or in the aggregate, a Material Adverse
Effect; and

(v) the descriptions in the Registration Statement and the
Prospectus of statutes, legal and governmental proceedings and
contracts and other documents are accurate in all material respects;
and such general counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or
Prospectus which are not described as required or of any contracts or
documents of a character required to be described in the Registration
Statement or Prospectus or to be filed as exhibits to the Registration
Statement which are not described and filed as required; it being
understood that such general counsel need express no opinion as to the
financial statements, notes or schedules or other financial data
included therein or as to the Form T-1.

(i) The Underwriters or the Independent Underwriter, as the case may
be, shall have received an opinion (satisfactory to the Underwriters or the
Independent Underwriter, as the case may be, and counsel for the
Underwriters), dated the Closing Date, of _____________, [regulatory
counsel for the Company], to the effect that:

(i) the descriptions in the Registration Statement and the
Prospectus of statutes, legal and governmental proceedings, contracts
and other documents and regulatory matters described in the Prospectus
under the captions "Risk Factors--Limits on Reimbursement," "--
Extensive Regulation" and "--Healthcare Reform Legislation," and
"Business--Medicare, Medicaid and Other Revenues" and "--Regulation
and Other Factors," insofar as such statements constitute summaries of
legal matters, documents or proceedings referred to therein, are
accurate in all material respects and fairly present the information
shown as of the dates thereof; and

(ii) the Company and each of its subsidiaries has such
Authorizations of and from, and has made all declarations and filings
with, all Federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals,
necessary or required to own, lease, license and use its properties
and assets and to conduct its business in the manner described in the
Prospectus, except those the absence of which would not have a
Material Adverse Effect. To the best knowledge of such counsel (after
reasonable inquiry) all such Authorizations are valid and in full
force and effect and the Company and each of its Subsidiaries has
fulfilled and performed all of its material obligations with respect
to, and is in compliance in all material respects with the terms and
conditions of, such Authorizations and with the rules and regulations
of the regulatory authorities and governing bodies having jurisdiction
with respect thereto, and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof
or result in any other material impairment of the rights of the holder
of any such Authorization, except where the effect

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<PAGE>
would not have a Material Adverse Effect, and such counsel has no
reason to believe that any governmental body or agency is considering
limiting, suspending or revoking any such Authorization.

(j) The Underwriters or the Independent Underwriter, as the case may
be, shall have received an opinion, dated the Closing Date, of Sullivan &
Cromwell, counsel for the Underwriters, in form and substance reasonably
satisfactory to the Underwriters or the Independent Underwriter, as the
case may be.

(k) The Underwriters or the Independent Underwriter, as the case may
be, shall have received letters on and as of the date hereof as well as on
and as of the Closing Date in the latter case constituting an affirmation
of the statements set forth in the earlier letters, in form and substance
satisfactory to the Underwriters or the Independent Underwriter, as the
case may be, from Ernst & Young LLP and Coopers & Lybrand L.L.P.,
independent public accountants to the Company and Champion, respectively,
with respect to the financial statements and certain financial information
contained in the Registration Statement and the Prospectus as the
Underwriters and the Independent Underwriter, as the case may be, shall
reasonably require.

(l) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Securities, the
Registration Statement and the Prospectus, and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall
be reasonably satisfactory in all respects to Sullivan & Cromwell, and such
counsel shall have been furnished with such documents and opinions, in
addition to those set forth above, as they may reasonably require for the
purpose of enabling them to review or pass upon the matters referred to in
this Section 7, in order to evidence the accuracy, completeness and
satisfaction in all material respects of any of the representations,
warranties or conditions herein contained and to render the opinion
referred to in Section 7(j).

(m) The Company shall have performed or complied in all material
respects with the agreements herein contained and required to be performed
or complied with by the Company at or prior to the Closing Date.

(n) There shall have been no amendments, alterations, modifications,
or waivers of any provisions of the Transaction Documents since the date of
the execution and delivery thereof by the parties thereto other than those
which are disclosed in the Registration Statement or the Prospectus or any
supplement thereto or which under the Act are not required to be disclosed
in the Prospectus or any supplement thereto and which have been disclosed
to the Underwriters prior to the date hereof.

(o) Each of the Merger Parties shall, to the extent each is a party
thereto, have complied in all respects with all agreements and covenants in
the Transaction Documents and performed all conditions specified therein
that the terms thereof require to be complied with or performed at or prior
to the Effective Time of the Merger, except to the extent that such
compliance or performance has been waived by the other parties to the
applicable Transaction Documents.

(p) The certificate of merger with respect to the Merger shall have
been filed with the Secretary of State of the State of Delaware and shall
have become effective, the Merger shall have occurred and all other
transactions contemplated by the Transaction Documents to be consummated at
or prior to the Effective Time of the Merger shall have been consummated
prior to the consummation of the purchase and sale of the Securities
hereunder.

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(q) Except as is disclosed to the Underwriters and the Independent
Underwriter in writing, the representations and warranties of the Company
set forth in the Transaction Documents shall be true, accurate and complete
in all respects.

8. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement
shall become effective upon the later of (i) execution of this Agreement and
(ii) if a post-effective amendment is required, when notification of the
effectiveness of such post-effective amendment to the Registration Statement has
been released by the Commission.

This Agreement may be terminated at any time prior to the Closing Date
by the Underwriters by written notice to the Company if any of the following has
occurred: (i) subsequent to the date the Registration Statement is declared
effective or the date of this Agreement, any Material Adverse Change or
development involving a prospective Material Adverse Change which would, in the
judgment of the Underwriters, make it impracticable or inadvisable to market the
Securities on the terms and in the manner contemplated in the Prospectus, (ii)
any outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions or in the financial markets
of the United States or elsewhere or any other substantial national or
international calamity or emergency that would, in the judgment of the
Underwriters, make it impracticable or inadvisable to market the Securities on
the terms and in the manner contemplated in the Prospectus or to enforce
contracts for the sale of the Securities, (iii) the suspension or material
limitation of trading in securities generally on the New York Stock Exchange or
limitation on prices for securities on such exchange, (iv) the suspension or
material limitation of trading in any of the Company's securities on the New
York Stock Exchange, (v) the declaration of a banking moratorium by either
Federal or New York State authorities or (vi) the taking of any action by any
Federal, state or local government or agency in respect of its monetary or
fiscal affairs which in the opinion of the Underwriters has a material adverse
effect on the financial markets in the United States generally.

If on the Closing Date or Option Closing Date, as the case may be, any
one or more of the Underwriters shall fail or refuse to purchase the Securities
which it or they have agreed to purchase hereunder on such date and the
aggregate number of Securities which such defaulting Underwriter or
Underwriters, as the case may be, agreed but failed or refused to purchase is
not more than one-fifth of the total number of Securities to be purchased on
such date by all Underwriters, each non-defaulting Underwriter shall be
obligated severally, in the proportion which the number of Securities set forth
opposite its name in Schedule I bears to the total number of Securities which
all the non-defaulting Underwriters, as the case may be, have agreed to
purchase, or in such other proportion as the Underwriters may specify, to
purchase the Securities which such defaulting Underwriter or Underwriters, as
the case may be, agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the number of Securities which any Underwriter has agreed
to purchase pursuant to Section 2 hereof be increased pursuant to this Section 8
by an amount in excess of one-fifth of such number of Securities without the
written consent of such Underwriter. If on the Closing Date or Option Closing
Date, as the case may be, any Underwriter or Underwriters shall fail or refuse
to purchase Securities and the aggregate number of Securities with respect to
which such default occurs is more than one-fifth of the aggregate number of
Securities to be purchased on such date by all Underwriters and arrangements
satisfactory to the Underwriters and the Company for purchase of such Securities
are not made within 48 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter and the Company.
In any such case which does not result in termination of this Agreement, either
the Underwriters or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of any such Underwriter under this Agreement.

9. MISCELLANEOUS. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to it at
_____________, (b) if to any Underwriter, to such

-20-
<PAGE>
Underwriter c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10172, Attention: Syndicate Department, and (c)
if to the Independent Underwriter, to it at 208 S. LaSalle Street, Chicago,
Illinois 60604, Attention: _____________, or in any case to such other
address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors, the
several Underwriters and the Independent Underwriter set forth in or made
pursuant to this Agreement shall remain operative and in full force and effect,
and will survive delivery of and payment for the Securities, regardless of (i)
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter or by or on behalf of the Company, the officers or directors
of the Company or any controlling person of the Company, (ii) acceptance of the
Securities and payment for them hereunder and (iii) termination of this
Agreement.

If this Agreement shall be terminated by the Underwriters pursuant to
clause (i) or (iv) of the second paragraph of Section 8 or because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the several Underwriters and the Independent Underwriter for all out-of-pocket
expenses (including the reasonable fees and disbursements of counsel) incurred
by them. Notwithstanding any termination of this Agreement, the Company shall
be liable for all expenses which it has agreed to pay pursuant to Section 4(k)
or the second sentence of Section 3A(e) hereof.

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, the Independent Underwriter, any controlling persons referred to
herein and their respective successors and assigns, all as and to the extent
provided in this Agreement, and no other person shall acquire or have any right
under or by virtue of this Agreement. The term "successors and assigns" shall
not include a purchaser of any of the Securities from any of the several
Underwriters merely because of such purchase.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

-21-
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

Very truly yours,

PARACELSUS HEALTHCARE CORPORATION

By______________________________
Name:
Title:

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
BA SECURITIES, INC.
NATIONSBANC CAPITAL MARKETS, INC.

By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By__________________________
Name:
Title:

THE CHICAGO CORPORATION

By__________________________
Name:
Title:

-22-
<PAGE>

SCHEDULE I

Principal
Amount of
Securities
Underwriters to be Purchased
------------ ---------------
Donaldson, Lufkin & Jenrette
Securities Corporation. . . . . . . . . . . . . . . . . .

BA Securities, Inc. . . . . . . . . . . . . . . . . . . . .

NationsBanc Capital Markets, Inc. . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . 325,000,000
===========

-23-

<PAGE>
Exhibit 4.1
Draft of August 8, 1996
____________________________________________________________

PARACELSUS HEALTHCARE CORPORATION

AND

AMSOUTH BANK OF ALABAMA
Trustee

________________

Indenture

Dated as of August __, 1996

________________

$325,000,000

____% Senior Subordinated Notes due 2006

____________________________________________________________

<PAGE>

Paracelsus Healthcare Corporation

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of August __, 1996

Trust Indenture Indenture
ACT Section Section
- --------------- ----------
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . Not
Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . Not
Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . . . . . . . . 608
. . . . . . . . . . . . . . . . . . . . . 610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a) . . . . . . . . . . . . . . . . . . . . . 701
702(a)
(b) . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . 704
(b) . . . . . . . . . . . . . . . . . . . . . Not
Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . Not
Applicable
(d) . . . . . . . . . . . . . . . . . . . . . Not
Applicable
(e) . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a) . . . . . . . . . . . . . . . . . . . . . 601
603(a)
(b) . . . . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a)(1)(A). . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B). . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . Not

-i-

<PAGE>
Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . 104
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . 107

______________

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

-ii-

<PAGE>

TABLE OF CONTENTS
PAGE
----
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . 1
Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Acquired Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate Transaction. . . . . . . . . . . . . . . . . . . . . . . 2
Asset Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Asset Sale Offer . . . . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Indebtedness. . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Calculation Date . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligation . . . . . . . . . . . . . . . . . . . . . 3
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Champion Investors Registration Rights Agreement . . . . . . . . . 3
Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . 3
Change of Control Offer. . . . . . . . . . . . . . . . . . . . . . 4
Change of Control Payment. . . . . . . . . . . . . . . . . . . . . 4
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request; Company Order . . . . . . . . . . . . . . . . . . 4
Consolidated Cash Flow . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Interest Expense. . . . . . . . . . . . . . . . . . . 4
Consolidated Net Income. . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . 5
Continuing Directors . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . 6
corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Designated Senior Indebtedness . . . . . . . . . . . . . . . . . . 6
Disqualified Stock . . . . . . . . . . . . . . . . . . . . . . . . 6
Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

-iii-
<PAGE>
PAGE
----
Dividend and Note Agreement. . . . . . . . . . . . . . . . . . . . 6
Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . 6
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . 6
Excess Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Existing Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 7
Existing Paracelsus Credit Facility. . . . . . . . . . . . . . . . 7
Existing Senior Subordinated Notes . . . . . . . . . . . . . . . . 7
Fixed Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Government Securities. . . . . . . . . . . . . . . . . . . . . . . 7
Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Hedging Obligations. . . . . . . . . . . . . . . . . . . . . . . . 7
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
incur. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Insurance Agreement. . . . . . . . . . . . . . . . . . . . . . . . 8
Interest Payment Date. . . . . . . . . . . . . . . . . . . . . . . 8
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Merger Related Agreement . . . . . . . . . . . . . . . . . . . . . 9
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Net Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
New Credit Facility. . . . . . . . . . . . . . . . . . . . . . . . 9
Non-Compete Agreement. . . . . . . . . . . . . . . . . . . . . . . 9
Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Officers' Certificate. . . . . . . . . . . . . . . . . . . . . . . 10
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . 10
Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Paracelsus Shareholder . . . . . . . . . . . . . . . . . . . . . . 10
Paracelsus Shareholder Registration Rights Agreement . . . . . . . 11
pari passu . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Payment Blockage Period. . . . . . . . . . . . . . . . . . . . . . 11
Permitted Business . . . . . . . . . . . . . . . . . . . . . . . . 11
Permitted Holder . . . . . . . . . . . . . . . . . . . . . . . . . 11
Permitted Joint Venture. . . . . . . . . . . . . . . . . . . . . . 11
Permitted Liens. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Permitted Refinancing Indebtedness . . . . . . . . . . . . . . . . 12
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

-iv-
<PAGE>
PAGE
----
Physician Support Obligation . . . . . . . . . . . . . . . . . . . 12
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . 12
Principal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Pro Forma Coverage Ratio . . . . . . . . . . . . . . . . . . . . . 12
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Purchase Money Indebtedness. . . . . . . . . . . . . . . . . . . . 13
Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . 13
Regular Record Date. . . . . . . . . . . . . . . . . . . . . . . . 14
Related Business . . . . . . . . . . . . . . . . . . . . . . . . . 14
Related Party. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . 14
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Securities Payment . . . . . . . . . . . . . . . . . . . . . . . . 14
Security Register, Security Registrar. . . . . . . . . . . . . . . 14
Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . 14
Senior Nonmonetary Default . . . . . . . . . . . . . . . . . . . . 15
Senior Payment Default . . . . . . . . . . . . . . . . . . . . . . 15
Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . 15
Settlement Costs . . . . . . . . . . . . . . . . . . . . . . . . . 15
Shareholder Agreement. . . . . . . . . . . . . . . . . . . . . . . 15
Shareholder Subordinated Note. . . . . . . . . . . . . . . . . . . 15
Significant Subsidiary . . . . . . . . . . . . . . . . . . . . . . 15
Special Record Date. . . . . . . . . . . . . . . . . . . . . . . . 15
Stated Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . 16
U.S. Government Obligations. . . . . . . . . . . . . . . . . . . . 16
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Weighted Average Life to Maturity. . . . . . . . . . . . . . . . . 16
Wholly Owned Subsidiary. . . . . . . . . . . . . . . . . . . . . . 16

SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . 16
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . 17
SECTION 104. Acts of Holders; Record Date . . . . . . . . . . . . . . 17
SECTION 105. Notices, Etc., to Trustee and Company. . . . . . . . . . 20
SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . . . . . 20
SECTION 107. Conflict with Trust Indenture Act. . . . . . . . . . . . 21
SECTION 108. Effect of Headings and Table of Contents . . . . . . . . 21
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . 21
SECTION 110. Separability Clause. . . . . . . . . . . . . . . . . . . 21
SECTION 111. Benefits of Indenture. . . . . . . . . . . . . . . . . . 21
SECTION 112. Governing Law. . . . . . . . . . . . . . . . . . . . . . 22
-v-
<PAGE>
PAGE
----
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE TWO

Security Forms

SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . . . 22
SECTION 202. Form of Face of Security . . . . . . . . . . . . . . . . 22
SECTION 203. Form of Reverse of Security. . . . . . . . . . . . . . . 24
SECTION 204. Form of Trustee's Certificate of Authentication. . . . . 27

ARTICLE THREE

The Securities

SECTION 301. Title and Terms. . . . . . . . . . . . . . . . . . . . . 28
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . . . 28
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . 29
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . 29
SECTION 305. Registration, Registration of Transfer and Exchange. . . 30
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . 31
SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . 31
SECTION 308. Persons Deemed Owners. . . . . . . . . . . . . . . . . . 33
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 310. Computation of Interest. . . . . . . . . . . . . . . . . 33

ARTICLE FOUR

Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . 33
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . 35

ARTICLE FIVE

Remedies

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . 35
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . 37
-vi-
<PAGE>
PAGE
----
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . 39
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . . . . 39
SECTION 506. Application of Money Collected . . . . . . . . . . . . . 40
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . 40
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . . . . 41
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . 41
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . 41
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . 42
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . 42
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . 42
SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . 43
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . 43

ARTICLE SIX

The Trustee

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . . 44
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . 44
SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . 44
SECTION 604. Not Responsible for Recitals or Issuance of Securities . 45
SECTION 605. May Hold Securities. . . . . . . . . . . . . . . . . . . 45
SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . 46
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . 46
SECTION 608. Disqualification; Conflicting Interests. . . . . . . . . 46
SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . . 46
SECTION 610. Resignation and Removal; Appointment of Successor. . . . 47
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . 48
SECTION 612. Merger, Conversion, Consolidation or Succession to
Business. . . . . . . . . . . . . . . . . . . . . . 49
SECTION 613. Preferential Collection of Claims Against Company. . . . 49
SECTION 614. Appointment of Authenticating Agent. . . . . . . . . . . 49
-vii-
<PAGE>
PAGE
----
ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 702. Preservation of Information; Communications to Holders . 51
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . 52
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . 52

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. Company May Consolidate, Etc. and Purchases of Assets
Only on Certain Terms . . . . . . . . . . . . . . . 52
SECTION 802. Successor Substituted. . . . . . . . . . . . . . . . . . 53

ARTICLE NINE

Supplemental Indentures

SECTION 901. Supplemental Indentures Without Consent of Holders . . . 54
SECTION 902. Supplemental Indentures and Waivers with Consent of
Holders. . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . 56
SECTION 904. Effect of Supplemental Indentures. . . . . . . . . . . . 56
SECTION 905. Conformity with Trust Indenture Act. . . . . . . . . . . 56
SECTION 906. Reference in Securities to Supplemental Indentures . . . 56

ARTICLE TEN

Covenants

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . 57
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . 57
SECTION 1003. Money for Security Payments to be Held in Trust. . . . . 57
SECTION 1004. Existence. . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 1005. Maintenance of Properties. . . . . . . . . . . . . . . . 59
SECTION 1006. Payment of Taxes and Other Claims. . . . . . . . . . . . 59
SECTION 1007. Maintenance of Insurance . . . . . . . . . . . . . . . . 59
SECTION 1008. Limitations on Incurrence of Indebtedness. . . . . . . . 60
-viii-
<PAGE>
PAGE
----
SECTION 1009. Limitations on Restricted Payments . . . . . . . . . . . 61
SECTION 1010. Limitations On Dividend and Other Payment Restrictions
Affecting Subsidiaries. . . . . . . . . . . . . . . 64
SECTION 1011. Limitations on Liens . . . . . . . . . . . . . . . . . . 65
SECTION 1012. Limitations on Disposition of Assets . . . . . . . . . . 65
SECTION 1013. Limitations on Transactions with Affiliates. . . . . . . 67
SECTION 1014. Limitations on Other Subordinated Indebtedness . . . . . 68
SECTION 1015. Change of Control. . . . . . . . . . . . . . . . . . . . 68
SECTION 1016. Limitation on Conduct of Business. . . . . . . . . . . . 69
SECTION 1017. Reports. . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1018. Statement by Officers as to Default; Compliance
Certificates. . . . . . . . . . . . . . . . . . . . 69
SECTION 1019. Waiver of Certain Covenants. . . . . . . . . . . . . . . 70

ARTICLE ELEVEN

Redemption of Securities

SECTION 1101. Right of Redemption. . . . . . . . . . . . . . . . . . . 70
SECTION 1102. Applicability of Article . . . . . . . . . . . . . . . . 71
SECTION 1103. Election to Redeem; Notice to Trustee. . . . . . . . . . 71
SECTION 1104. Selection by Trustee of Securities to Be Redeemed. . . . 71
SECTION 1105. Notice of Redemption . . . . . . . . . . . . . . . . . . 72
SECTION 1106. Deposit of Redemption Price. . . . . . . . . . . . . . . 73
SECTION 1107. Securities Payable on Redemption Date. . . . . . . . . . 73
SECTION 1108. Securities Redeemed in Part. . . . . . . . . . . . . . . 74

ARTICLE TWELVE

Subordination of Securities

SECTION 1201. Securities Subordinate to Senior Indebtedness. . . . . . 74
SECTION 1202. No Payment on Securities in Certain Circumstances. . . . 74
SECTION 1203. Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation or
Reorganization. . . . . . . . . . . . . . . . . . . 75
SECTION 1204. Payment Permitted If No Default. . . . . . . . . . . . . 76
SECTION 1205. Subrogation to Rights of Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1206. Provisions Solely to Define Relative Rights. . . . . . . 77
SECTION 1207. Trustee to Effectuate Subordination. . . . . . . . . . . 78
SECTION 1208. No Waiver of Subordination Provisions. . . . . . . . . . 78
SECTION 1209. Notice to Trustee. . . . . . . . . . . . . . . . . . . . 78
-ix-
<PAGE>
PAGE
----
SECTION 1210. Reliance on Judicial Order or Certificate of
Liquidating Agent . . . . . . . . . . . . . . . . . 79
SECTION 1211. Trustee Not Fiduciary for Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1212. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights . . . . . . . . . . . . 80
SECTION 1213. Article Applicable to Paying Agents. . . . . . . . . . . 80
SECTION 1214. Defeasance of this Article Twelve. . . . . . . . . . . . 80
SECTION 1215. This Article Not To Prevent Events of Default. . . . . . 80
SECTION 1216. Representative of Senior Indebtedness. . . . . . . . . . 81

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

SECTION 1301. Company's Option to Effect Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . . . . . . 81
SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . 81
SECTION 1303. Covenant Defeasance. . . . . . . . . . . . . . . . . . . 81
SECTION 1304. Conditions to Defeasance or Covenant Defeasance. . . . . 82
SECTION 1305. Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions . . . 84
SECTION 1306. Reinstatement. . . . . . . . . . . . . . . . . . . . . . 84

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
-x-

<PAGE>

INDENTURE, dated as of August __, 1996, between Paracelsus Healthcare
Corporation, a corporation duly organized and existing under the laws of the
State of California (herein called the "Company"), having its principal office
at 515 W. Greens Road, Suite 800, Houston, Texas 77067, and AmSouth Bank of
Alabama, a ________ corporation duly organized and existing under the laws of
____________, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its ___%
Senior Subordinated Notes due 2006 of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles (whether or not such is indicated herein), and,
except as otherwise herein expressly provided, the term "generally
accepted accounting principles"

<PAGE>
with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted as consistently
applied by the Company at the date of such computation;

(4) unless otherwise specifically set forth herein, all
calculations or determinations of a Person shall be performed or made
on a consolidated basis in accordance with generally accepted
accounting principles; and

(5) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in that
Article.

"Act", when used with respect to any Holder, has the meaning specified
in Section 104.

"Acquired Indebtedness" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person
merges with or into or becomes a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person;
(ii) Indebtedness incurred or created by the Company or any of its Subsidiaries
in connection with the transaction or series of transactions pursuant to which
such Person became a Subsidiary of the Company; and (iii) Indebtedness incurred
or created by the Company or any of its Subsidiaries in connection with the
acquisition of substantially all of the assets of an operating unit or business
of another person.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

"Affiliate Transaction" has the meaning specified in Section 1014.

"Asset Sale" has the meaning specified in Section 1008.

"Asset Sale Offer" has the meaning specified in Section 1008.

"Attributable Indebtedness" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the interest rate implicit in the lease, compounded, semiannually) of the
obligation of the lessee of the property subject to such sale-leaseback
transaction for rental payments during the remaining term of the lease included
in such transaction including any period for which such lease has been extended
or may, at the option of the lessor, be extended or until the earliest date on
which the lessee may
-2-
<PAGE>

terminate such lease without penalty or upon payment or penalty (in which
case the rental payments shall include such penalty), after excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges.

"Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New York,
New York are authorized or obligated by law or executive order to close.

"Calculation Date" means, when used with respect to any calculation,
the date of the transaction giving rise to the need to make such calculation.

"Capital Lease Obligation" means, at the time any determination
thereof is to be made, the discounted present value of the rental obligations of
any person under any lease of any property that would at such time be so
required to be capitalized on the balance sheet of such person in accordance
with GAAP.

"Capital Stock" means, (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights (other than convertible or
exchangeable Indebtedness) or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

"Champion Investors Registration Rights Agreement" means each of the
registration rights agreements, dated August ___, 1996, by and among the Company
and certain holders of shares of, or warrants to acquire shares of, the
Company's common stock, no par value per share.

"Change of Control" means the occurrence of any of the following: (i)
any sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as defined in Section 13(d)(3) of the Exchange Act) or
"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act);
(ii) the adoption of a plan for the liquidation or dissolution of the Company;
-3-
<PAGE>
(iii) the acquisition by any person or group (as defined above) (other than a
Permitted Holder) of a majority of the total voting power entitled to vote
generally in the election of directors of the Company; or (iv) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

"Change of Control Offer" has the meaning specified in Section 1015.

"Change of Control Payment" has the meaning specified in Section 1015.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

"Common Stock" means the Company's common stock, no stated par value
per share.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor Person.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its President or a Vice President, and by its Chief Financial
Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

"Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (a) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale (to the extent such losses were deducted in computing
Consolidated Net Income), plus (b) provision for taxes based on income or
profits to the extent such provision for taxes was deducted in computing
Consolidated Net Income, plus (c) Consolidated Interest Expense of such Person
for such period, to the extent such expense was deducted in computing
Consolidated Net Income, plus (d) depreciation and amortization (including
amortization of goodwill and other intangibles and other non-cash charges of
such Person for such period to the extent such depreciation and amortization
were deducted in computing Consolidated Net Income, in each case, on a
consolidated basis and determined in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any Person for
any period, the interest expense of such Person and its Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP (including
amortization of original issue discount and deferred financing costs (other than
deferred financing costs that are accelerated upon the redemption, repurchase or
prepayment of any Indebtedness and except as set forth in the proviso to this
definition), non-cash interest payments, the interest component of all payments
associated with all Capital Lease Obligations and net payments, if any, pursuant
to Hedging Obligations; PROVIDED, HOWEVER, that in no event shall any
amortization of deferred financing cost incurred in connection with the New
Credit Facility or any
-4-
<PAGE>
amortization of deferred financing costs incurred in connection with the
issuance of the Securities be included in Consolidated Interest Expense).

"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP,
excluding expenses or any one-time charges incurred or recorded prior to
December 31, 1996, to effect, or in connection with (i) the Merger (including
Settlement Costs incurred by the Company), (ii) the public offerings of the
Securities and the common stock of the Company consummated in August 1996,
(iii) the refinancing and replacement of the Existing Credit Facility with the
New Credit Facility; (iv) interest paid on the unpaid Dividend for up to 60
days; and (v) reflecting the refinancing and replacement of Existing
Indebtedness with the Securities and/or common stock of the Company; PROVIDED,
HOWEVER, that (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Subsidiary thereof; (ii) except to the extent
dividends or distributions actually paid were included pursuant to the foregoing
clause (i), the Net Income of any person accrued prior to the date it becomes a
Subsidiary of such person or any of its Subsidiaries or that person's assets are
acquired by such person or any of its Subsidiaries shall be excluded; (iii) the
Net Income of any Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that Net Income is not, at the date of determination, permitted without any
prior government approval (which has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or its stockholders; and (iv) the cumulative
effect of a change in accounting principles shall be excluded.

"Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common stockholders of such
Person and its Subsidiaries as of such date plus (ii) the respective amounts
reported on such Person's balance sheet as of such date with respect to any
series of preferred stock (other than Disqualified Stock), less all write-ups
(other than write-ups resulting from foreign currency translations and write-ups
of assets of a going concern business made in accordance with GAAP as a result
of the acquisition of such business) subsequent to the date of the Indenture in
the book value of any asset owned by such Person or a Subsidiary of such Person,
and excluding the cumulative effect of a change in accounting principles, all as
determined in accordance with GAAP.

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of the Indenture or (ii) was nominated for
election or elected to such Board of Directors either pursuant to the
Shareholders Agreement or with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election.
-5-
<PAGE>

"Corporate Trust Office" means the principal office of the Trustee in
_____________ at which at any particular time its corporate trust business shall
be administered.

"corporation" means a corporation, association, company, joint-stock
company, partnership or business trust.

"Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

"Defaulted Interest" has the meaning specified in Section 307.

"Designated Senior Indebtedness" means (i) so long as the Company has
any Obligation under the New Credit Facility, the New Credit Facility and (ii)
any other Senior Indebtedness of the Company permitted under the Indenture and
which at the time of determination has an aggregate amount outstanding of at
least $10.0 million and is specifically designated in the instrument creating or
evidencing such Senior Indebtedness as "Designated Senior Indebtedness."

"Disqualified Stock" means any Capital Stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is required to be
redeemed, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final Stated Maturity of the Securities.

"Dividend" means the dividend declared by the Board of Directors on
__________, 1996 in the amount of approximately $21.1 million, plus $3,574 for
each day from and including July 31, 1996 to the date the dividend is paid,
payable to the Paracelsus Shareholder.

"Dividend and Note Agreement" means the dividend and note agreement
dated August ___, 1996 by and between the Paracelsus Shareholder and the
Company.

"Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock or securities convertible into Capital
Stock (but excluding any debt security that is convertible into, or exchangeable
for Capital Stock).

"Event of Default" has the meaning specified in Section 501.

"Excess Proceeds" has the meaning specified in Section 1012.

"Exchange Act" refers to the Securities Exchange Act of 1934 as it may
be amended and any successor act thereto.
-6-
<PAGE>

"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the New Credit Facility) in
existence on the date of original issuance of the Securities after giving effect
to the application of the proceeds from the sale thereof as shown on Schedule I
hereto until such amounts are repaid.

"Existing Paracelsus Credit Facility" means the agreement dated as of
December 8, 1995 by and among the Company, Bank of America National Trust and
Savings Association, as Lead Agent, NationsBank of Texas, N.A., as Co-Agent, and
the other lenders named therein.

"Existing Senior Subordinated Notes" means the Company's 9 7/8% Senior
Subordinated Notes due 2003 issued pursuant to the indenture, dated as of
October 15, 1993, between the Company and The Bank of New York, as successor to
NationsBank of Tennessee, N.A., as trustee.

"Fixed Charges" means, with respect to any Person for any period, the
sum of (i) the Consolidated Interest Expense of such Person and its Subsidiaries
for such period; (ii) any interest expense on Indebtedness of another Person
that is Guaranteed by the referent Person or one of its Subsidiaries or secured
by a Lien on assets of such Person or one of its Subsidiaries (whether or not
such Guarantee or Lien is called upon); and (iii) the product of (a) all cash
dividend payments (and non-cash dividend payments in the case of a Person that
is a Subsidiary) on any series of preferred stock of such Person (other than
preferred stock which is considered Indebtedness), times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

"Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

"Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements, interest rate floor agreements and interest rate collar
agreements and (ii) other agreements or arrangements designed to protect such
person against fluctuations in interest rates.
-7-
<PAGE>

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Hospital" means a hospital, outpatient clinic, long-term care
facility, hospice, psychiatric facility or other facility that is used or useful
in the provision of healthcare services or a Related Business.

"incur" has the meaning specified in Section 1008.

"Indebtedness" of any Person means at any date, without duplication,
(i) all obligations of such person for borrowed money; (ii) all obligations of
such person evidenced by bonds, debentures, notes or other similar instruments;
(iii) all obligations of such person to pay the deferred price of property
required to be accrued on the balance sheet of such person, except accounts
payable arising in the ordinary course of business; (iv) all Capital Lease
Obligations of such person; (v) all Indebtedness of others secured by a Lien on
any asset of such person, whether or not such Indebtedness is assumed by such
person (the amount of such obligation being deemed to be the lesser of the value
of the property or assets or the amount of the obligation so secured); (vi) all
Indebtedness of others Guaranteed by such person; (vii) all obligations of such
person to reimburse the issuer of any letter of credit; (viii) Attributable
Indebtedness of such person; (ix) preferred stock issued by a Subsidiary of such
person; (x) Disqualified Stock; and (xi) Hedging Obligations; PROVIDED, HOWEVER,
that "Indebtedness" does not include any obligations pursuant to receivables
financing which are not required under GAAP to be booked as liabilities on the
balance sheet of such Person.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

"Insurance Agreement" means the insurance agreement, dated as of
July __, 1996, by and between the Company and Dr. Manfred George Krukemeyer.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

"Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees, made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell
-8-
<PAGE>
or give a security interest and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

"Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Merger Related Agreement" means each of the Dividend and Note
Agreement, the Shareholder Note, the Shareholder Agreement, the Paracelsus
Shareholder Registration Rights Agreement, the Champion Investors Registration
Rights Agreement, the Services Agreement, the Insurance Agreement and the Non-
Compete Agreement.

"Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP excluding, however, any
amount representing the amortization of goodwill or other intangible assets
arising from acquisitions subsequent to the date of the Indenture and excluding
any gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with any Assets Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions),
and excluding any extraordinary or non-recurring gain (but not loss), together
with any related provision for taxes on such extraordinary gain (but not loss).

"Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, amounts
required to be applied to the repayment of Indebtedness (other than Senior
Indebtedness) secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

"New Credit Facility" means the agreement dated as of August ___, 1996
by and among the Company, Bank of America National Trust and Savings
Association, as Administrative Agent, Banque Paribas, as Documentation Agent,
and NationsBank of Texas, N.A., as Managing Agent, and the other lenders named
therein.

"Non-Compete Agreement" means the non-compete agreement dated
August ___, 1996 by and between the Company and Dr. Manfred George Krukemeyer.

"Obligations" means any principal, interest, penalties, fees,
expenses, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.
-9-
<PAGE>

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President, and
by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trustee or Company, including an employee of the Company, and
who shall be reasonably acceptable to the Trustee.

"Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:

(i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities; PROVIDED that,
if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor. Secondary Securities
shall be deemed Outstanding commencing as of the Interest Payment Date with
respect to which they are authenticated and delivered in lieu of cash interest.

"Paracelsus Shareholder" means Park Hospital GmbH.
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<PAGE>

"Paracelsus Shareholder Registration Rights Agreement" means the
registration rights agreement dated August ___, 1996 by and between the
Paracelsus Shareholder and the Company.

"PARI PASSU", when used with respect to the ranking of any
Indebtedness of any Person in relation to other Indebtedness of such Person,
means that each such Indebtedness (a) either (i) is not subordinated in right of
payment to any other Indebtedness of such Person or (ii) is subordinate in right
of payment to the same Indebtedness of such Person as is the other and is so
subordinate to the same extent and (b) is not subordinate in right of payment to
the other or to any Indebtedness of such Person as to which the other is not so
subordinate.

"Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

"Payment Blockage Period" has the meaning specified in Section 1203.

"Permitted Business" means the ownership, leasing, operation or
management of Hospitals and Related Businesses.

"Permitted Holder" means any of the Principal, a Related Party of the
Principal and any person employed in the Company in a management capacity on the
date of this Indenture.

"Permitted Joint Venture" means a Person (i) which owns, leases,
operates or services a Hospital or Related Business or manufactures or markets
healthcare products and (ii) of which the Company or any Subsidiary of the
Company owns a 30% or greater equity interest.

"Permitted Liens" means (i) Liens in favor of the Company; (ii) Liens
on property of a Person existing at the time such Person either is merged into
or consolidated with the Company or any Subsidiary of the Company or becomes a
Subsidiary of the Company, PROVIDED, that such Liens (x) were not incurred in
connection with, or in contemplation of, such merger, consolidation or becoming
a Subsidiary and (y) do not extend to any assets other than those of the Person
merged into or consolidated with the Company or such Subsidiary; (iii) Liens on
property existing at the time of acquisition thereof by the Company or any
Subsidiary of the Company; PROVIDED that such Liens were not incurred in
connection with, or in contemplation of, such acquisition and do not extend to
any assets of the Company or any of its Subsidiaries other than the property so
acquired; (iv) Liens to secure Existing Indebtedness; (v) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of like nature incurred in the ordinary course of business;
and (vi) Liens securing Indebtedness incurred to refinance Indebtedness that has
been secured by a Lien permitted under the Indenture; PROVIDED that (a) any such
Lien shall not extend to or cover any assets or property not securing the
Indebtedness so refinanced and (b) the refinancing Indebtedness secured by such
Lien shall have been permitted to be incurred under Section 1008.
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<PAGE>

"Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries; PROVIDED that: (i) the
principal amount (or accrued value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accrued value, if
applicable) of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of any prepayment premiums and any other
reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date on or after the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Securities, such Permitted
Refinancing Indebtedness is subordinated in right of payment to, the Securities
on terms at least as favorable to the Holders of Securities as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"PHC Salt Lake Hospital" means the assets relating to FHP Hospital, a
125-bed acute care hospital and its surrounding campus in Salt Lake City, Utah.

"Physician Support Obligation" means any obligation or guarantee to,
or on behalf of or for the benefit of any physician, pharmacist or other allied
healthcare professional pursuant to a written agreement incurred in the ordinary
course of business in connection with recruiting, redirecting or retaining such
physician, pharmacist or other allied healthcare professional to provide service
to patients in the service area of any Hospital or Related Business owned,
leased or operated by the Company or any of its Subsidiaries or any Permitted
Joint Venture, but excluding actual compensation for services provided by such
physician, pharmacist or other allied healthcare professional to any Hospital or
Related Business owned, leased or operated by the Company or any of its
Subsidiaries or any Permitted Joint Venture.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Principal" means Dr. Manfred George Krukemeyer.

"Pro Forma Coverage Ratio" means with respect to any person for any
period, the PRO FORMA ratio of the Consolidated Cash Flow of such person for
such period to the Fixed Charges of such person for such period. The Pro Forma
Coverage Ratio shall, as applicable, be calculated on the following basis:
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(i) notwithstanding clause (ii) of the definition of
Consolidated Net Income, if the Indebtedness which is being created,
incurred or assumed is Acquired Indebtedness, the Pro Forma Coverage
Ratio shall be determined after giving effect to both the Fixed
Charges related to the creation, incurrence or assumption of such
Acquired Indebtedness and the Consolidated Cash Flow (A) of the person
becoming a Subsidiary of such person or (B) in the case of an
acquisition of assets which constitute substantially all of an
operating unit or business, relating to the assets being acquired by
such person;

(ii) notwithstanding the definition of Consolidated Net
Income, in the event the Company or any of its Subsidiaries has
acquired assets from a person during the four-quarter reference period
and such assets have been owned and operated by the Company for more
than one fiscal quarter, the Consolidated Cash Flow shall be computed
on a pro forma basis assuming such assets were acquired on the first
day of the four-quarter reference period based on actual performance
of the assets during the period owned;

(iii) there shall be excluded from Fixed Charges any
Fixed Charges related to Indebtedness repaid during and subsequent to
the four-quarter reference period and which is not outstanding on the
Calculation Date; and

(iv) the creation, incurrence or assumption of any
Indebtedness during the four-quarter reference period or subsequent
hereto and prior to the Calculation Date, and the application of the
proceeds therefrom, shall be assumed to have occurred on the first day
of the fourth quarter reference period.

"Proceeding" has the meaning specified in Section 1202.

"Purchase Money Indebtedness" means Indebtedness of the Company or its
Subsidiaries secured by Liens (i) on property purchased, acquired or constructed
after the date of original issuance of the Securities and used in the ordinary
course of business by the Company and its Subsidiaries and (ii) securing the
payment of all or any part of the purchase price or construction cost of such
assets and limited to the property so acquired and improvements thereof.

"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to Article
Eleven of this Indenture.

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to Article
Eleven of this Indenture, which shall include, without duplication, in each
case, accrued and unpaid interest to the Redemption Date.
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<PAGE>

"Regular Record Date" for the interest payable on any Interest Payment
Date means the __________ or _____________ (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

"Related Business" means (i) a business affiliated with, or providing
services or financing to, a Hospital or related or ancillary to the ownership,
leasing, operation, financing or management of a Hospital or (ii) any business
related or ancillary to the provision of healthcare services or products.

"Related Party" with respect to the Principal means (A) any 80% (or
more) owned Subsidiary, or spouse or immediate family member of such Principal
or (B) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding a controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A), or (C) any Person employed by the
Company in a management capacity as of the date of this Indenture.

"Restricted Payments" has the meaning specified in Section 1009.

"Securities" means securities designated in the first paragraph of the
RECITALS OF THE COMPANY.

"Securities Payment" has the meaning set forth in Section 1202.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Senior Indebtedness" means (i) Obligations under the New Credit
Facility permitted to be incurred pursuant to this Indenture; (ii) the principal
of (and premium, if any) and accrued and unpaid interest, whether existing on
the date of this Indenture or hereafter incurred, in respect of (A) indebtedness
of the Company for money borrowed and (B) indebtedness evidenced by notes,
debentures, bonds or other instruments of indebtedness for which the Company is
responsible or liable; (iii) all Capital Lease Obligations of the Company; (iv)
all obligations of the Company (A) for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, (B) under
interest rate swaps, caps, collars, options or similar arrangements and foreign
currency hedges entered into in respect of any obligations described in clauses
(i), (ii) and (iii) immediately above and (c) issued or assumed as the deferred
purchase price of property or services and all conditional sale obligations and
all obligations under any title retention agreement; (v) all obligations of the
type referred to in clauses (ii), (iii) and (iv) immediately above and all
dividends of other persons for the payment of which, in either case, the Company
is responsible or liable as obligor, guarantor or otherwise; (vi) all
obligations consisting of modifications, renewals, extensions, replacements and
refundings of any obligations described in clause (i), (ii), (iii), (iv) or (v)
immediately above; and (vii) any other Indebtedness which by its terms or the
terms of any instrument creating it is designated as "Senior Indebtedness" or
senior in right of payment to the Securities. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness shall not include (1) any
Indebtedness as to which the terms of the instrument creating or evidencing the
same provide that such Indebtedness is not superior in right of
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payment to the Securities, (2) any Indebtedness which is subordinated in
right of payment in any respect to any other Indebtedness of the Company, (3)
Indebtedness evidenced by the Securities, the Existing Senior Subordinated
Notes and the Shareholder Subordinated Note, (4) any Indebtedness owed to a
Person when such Person is a Subsidiary or any other Affiliate of the
Company, (5) that portion of any Indebtedness which is incurred in violation
of the Indenture and (6) any liability for Federal, state, local or other
taxes owed or owing by the Company.

"Senior Nonmonetary Default" has the meaning specified in
Section 1203.

"Senior Payment Default" has the meaning specified in Section 1203.

"Services Agreement" means the agreement, dated as of July 17, 1996,
between the Company and Dr. Manfred George Krukemeyer.

"Settlement Costs" means the amount of up to $22,356,000 in
expenses incurred in connection with the settlement of two lawsuits,
associated legal fees and the related write-off of certain accounts
receivable.

"Shareholder Agreement" means the shareholder agreement dated August
___, 1996 by and between the Company and the Paracelsus Shareholder.

"Shareholder Subordinated Note" means the 6.51% subordinated note due
2006 of the Company.

"Significant Subsidiary" means any Subsidiary which would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof, is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.
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<PAGE>

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"U.S. Government Obligations" has the meaning specified in
Section 1304.

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the then
outstanding principal amount of such Indebtedness into (ii) the total of the
product obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

"Wholly Owned Subsidiary" of any Person means a Subsidiary for which
all of the Capital Stock (other than directors' qualifying shares) shall at the
time be owned by such Person or one or more Wholly Owned Subsidiaries of such
person.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirement set forth in
this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
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<PAGE>

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with;
PROVIDED, HOWEVER, with respect to matters of fact an Opinion of
Counsel may rely on an Officers' Certificate or certificates of public
officials.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. ACTS OF HOLDERS; RECORD DATE.

Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments

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<PAGE>
are delivered to the Trustee and, where it is hereby expressly required, to
the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the content is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by written notice to the
Company or the Person designated by the Company as the Person to whom consents
should be sent if such revocation is received by the Company or such Person
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities, PROVIDED that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph. If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the
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most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date; PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities on the
date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities
in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; PROVIDED that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.
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<PAGE>

Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: _______________, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company.

Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when answered back, if telexed;
when receipt is acknowledged, if telecopied; and five Business days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee.)

SECTION 106. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. If a notice or communication is mailed in
the manner provided above, it is duly given, whether or not the addressee
receives it. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice.
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Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Trust Indenture
Act to be part of and govern this Indenture, the Trust Indenture Act provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company and the
Trustee shall bind its successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness (subject to Article Thirteen
hereof) and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.
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<PAGE>

SECTION 112. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, purchase
date (pursuant to an Asset Sale Offer or a Change of Control Offer) or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date or purchase date, or at the Stated
Maturity, PROVIDED that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date, purchase date or Stated Maturity,
as the case may be.

ARTICLE TWO

Security Forms

SECTION 201. FORMS GENERALLY.

The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 202. FORM OF FACE OF SECURITY.

____% Senior Subordinated Notes due 2006

No. __________ $________
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<PAGE>

Paracelsus Healthcare Corporation, a corporation duly organized and
existing under the laws of California (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of _____________________ Dollars on ____________, and
to pay interest thereon from _____________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on ___________ and ___________ in each year, commencing ___________, at the rate
of ___% per annum, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of __% per annum [2% over coupon] on any overdue
principal and premium and on any overdue installment of interest until paid.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ___________________ or ________________________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, New York in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

Paracelsus Healthcare Corporation

[Seal]

By__________________________
Title:
Attest:

______________________________
Title:

SECTION 203. FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of Securities of the
Company designated as its ____% Senior Subordinated Notes due 2006 (herein
called the "Securities"), limited (except as otherwise provided in the Indenture
referred to below) in aggregate principal amount to $________, issued and to be
issued under an Indenture, dated as of August __, 1996 (herein called the
"Indenture"), between the Company and AmSouth Bank of Alabama, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered.

The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail, at any time on or after __________, 2001, as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed during
the 12-month period beginning ________ of the years indicated,

Redemption Redemption
Year Price Year Price
--------- ---------- ------ -----------
2001 % 2003 %
2002 % 2004 %
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<PAGE>

and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

In addition, the Securities are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail in the event that pursuant to any
Change of Control Offer made by the Company there are properly tendered and
accepted for payment by the Company and paid by the Company in accordance with
the requirements of the Indenture and such Change of Control Offer Securities
representing 80% or more of the Securities Outstanding at the commencement of
such Change of Control Offer, in which case the Company may, at its option,
within 90 days after the purchase date for such Change of Control Offer, redeem
all, but not less than all, of the Securities remaining Outstanding after the
purchase date for such Change of Control Offer at a Redemption Price equal to
101% of the principal amount of the Securities together with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

The Securities do not have the benefit of any sinking fund
obligations.

In the event of redemption or purchase pursuant to an Asset Sale Offer
or Change of Control Offer of this Security in part only, a new Security or
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

The Indenture provides that, subject to certain conditions, if
(i) certain Net Proceeds are available to the Company as a result of Asset Sales
or (ii) a Change of Control occurs the Company shall be required to make an
Asset Sale Offer or Change of Control Offer, respectively, for all or a
specified portion of the Securities.
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<PAGE>

The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
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<PAGE>

Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased in its entirety
by the Company pursuant to Section 1012 or 1015 of the Indenture, check the box:

/ /

If you want to elect to have only a part of this Security purchased by
the Company pursuant to Section 1012 or 1015 of the Indenture, state the amount:
$

Dated: Your Signature:____________________
(Sign exactly as name appears
on the other side of this Security)

Signature Guarantee:___________________________________
(Signature must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or
trust company)

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

This is one of the Securities referred to in the within-mentioned
Indenture.

AmSouth Bank of Alabama,
as Trustee

By ____________________
Authorized Officer

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<PAGE>

ARTICLE THREE

The Securities

SECTION 301. TITLE AND TERMS.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $______, except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities pursuant to Section 304, 305,
306, 906 or 1108 or in connection with an Asset Sale Offer or Change of Control
Offer pursuant to Section 1012 or Section 1015, respectively.

The Securities shall be known and designated as the "____% Senior
Subordinated Notes due 2006" of the Company. Their Stated Maturity shall be
____________ and they shall bear interest at the rate of ____% per annum, from
__________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, payable semi-annually on
_____________ and ________, commencing ___________, until the principal thereof
is paid or made available for payment.

The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in the Borough of
Manhattan, the City of New York, New York maintained for such purpose and at any
other office or agency maintained by the Company for such purpose; PROVIDED,
HOWEVER, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

The Securities shall be subject to repurchase by the Company pursuant
to an Asset Sale Offer or Change of Control Offer as provided in Sections 1012
and 1015, respectively.

The Securities shall be redeemable as provided in Article Eleven.

The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Twelve.

The Securities shall be subject to defeasance at the option of the
Company as provided in Article Thirteen.

SECTION 302. DENOMINATIONS.

The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.
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<PAGE>

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers or the corporate seal on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.
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<PAGE>

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1108 or in accordance with any Asset
Sale Offer or Change of Control Offer pursuant to Section 1012 or Section 1015,
respectively, not involving any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

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<PAGE>

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.
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<PAGE>

Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this Clause. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder at his address as it appears in the Security Register, not
less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

(2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed practicable by
the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
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<PAGE>

SECTION 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. CANCELLATION.

All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Asset Sale Offer or Change of
Control Offer pursuant to Section 1012 or Section 1015, respectively, shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of as directed by a Company Order.

SECTION 310. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a year of
twelve 30-day months.

ARTICLE FOUR

Satisfaction and Discharge

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture (including, but not limited to, Article Twelve
hereof), when

(1) either
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<PAGE>

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee
for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

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<PAGE>

SECTION 402. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

ARTICLE FIVE

Remedies

SECTION 501. EVENTS OF DEFAULT.

"Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) default in the payment of any interest upon any Security
when it becomes due and payable, and continuance of such default for a
period of 30 days; or

(2) default in the payment when due of principal (or premium, if
any,) on the Securities at its Maturity; or

(3) default, on the applicable purchase date, in the purchase of
Securities required to be purchased by the Company pursuant to an
Asset Sale Offer or Change of Control Offer; or

(4) default in the performance, or breach, of any covenant or
agreement of the Company under this Indenture, and continuance of such
default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

(5) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of
its Subsidiaries (or the payment of which is Guaranteed by the Company
or any of its Subsidiaries) whether such Indebtedness or Guarantee now
exists, or shall
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hereafter be created, which default results in the acceleration of the
maturity of such Indebtedness having an outstanding principal amount of
at least $15.0 million, or a failure to pay such Indebtedness having an
outstanding principal amount of at least $15.0 million at its stated
maturity, provided that such acceleration or failure to pay is not cured
within 10 days after such acceleration or failure to pay;

(6) failure by the Company or any of its Subsidiaries to pay
final non-appealable judgments (to the extent not covered by insurance
and as to which the insurer has not acknowledged coverage in writing)
aggregating in excess of $15.0 million which are not stayed within 60
days after their entry;

(7) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company or any
Significant Subsidiary of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company or any such Significant Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company or any such Significant Subsidiary under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any such Significant Subsidiary or of any
substantial part of the property of the Company or any such
Significant Subsidiary, or ordering the winding up or liquidation of
the affairs of the Company or any such Significant Subsidiary, and the
continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 60 consecutive
days; or

(8) the commencement by the Company or any Significant
Subsidiary of the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated
a bankrupt or insolvent, or the consent by the Company or any such
Significant Subsidiary to the entry of a decree or order for relief in
respect of the Company or any Significant Subsidiary of the Company in
an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding
against the Company or any Significant Subsidiary of the Company, or
the filing by the Company or any such Significant Subsidiary of a
petition or answer or consent seeking reorganization or relief under
any applicable Federal or State law, or the consent by the Company or
any such Significant Subsidiary to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the
Company or
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any Significant Subsidiary of the Company or of any substantial part of
the property of the Company or any Significant Subsidiary of the
Company, or the making by the Company or any Significant Subsidiary of
the Company of an assignment for the benefit of creditors, or the
admission by the Company or any such Significant Subsidiary in writing
of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company or any such Significant
Subsidiary in furtherance of any such action.

Notwithstanding the 60-day period and notice requirement contained
in Section 501(4) above, (i) with respect to a default under Section 1015,
the 60-day period referred to in Section 501(4) shall be deemed to have begun
as of the date notice of a Change of Control Offer is required to be sent to
the Holders in the event that the Company has not complied with the
provisions of Section 1015(a), and the Trustee or Holders of at least 25% in
principal amount of the outstanding Securities thereafter give the notice of
default referred to in Section 501(4) in respect of such compliance to the
Company and, if applicable, the Trustee; PROVIDED, HOWEVER, that if the
breach or default is a result of a default in the payment when due of the
Change of Control Payment on the Purchase Date, such default shall be deemed,
for purposes of this Section 501, to arise on the applicable Purchase Date;
and (ii) with respect to a default under Section 1012 requiring the giving of
such notice, the 60-day period referred to in Section 501(4) shall be deemed
to have begun as of the date the notice of an Asset Sale Offer is required to be
sent in the event that the Company has not complied with the provisions of
Section 1012, and the Trustee or Holders of at least 25% in principal amount
of the outstanding Securities thereafter give the notice of default referred
to in Section 501(4) in respect of such compliance to the Company and, if
applicable, the Trustee; PROVIDED, HOWEVER, that if the breach or default is
a result of a default in the payment when due of the consideration for the
Asset Sale Offer on the Purchase Date, such default shall be deemed, for
purposes of this Section 501, to arise no later than on the Purchase Date.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in
Section 501(7) or (8)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal and
any accrued interest shall become immediately due and payable. If an Event of
Default specified in Section 501(7) or (8) occurs, the principal of and any
accrued interest on the Securities then Outstanding shall IPSO FACTO become
immediately due and payable without any declaration or other Act on the part of
the Trustee or any Holder.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if
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(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A) all overdue interest on all Securities,

(B) the principal of (and premium, if any, on) any
Securities which have become due otherwise than by such
declaration of acceleration (including any Securities required to
have been purchased on a purchase date pursuant to an Asset Sale
Offer or Change of Control Offer made by the Company) and, to the
extent that payment of such interest is lawful, interest thereon
at the rate provided by the Securities,

(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate provided by the
Securities, and

(D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;

and

(2) all Events of Default, other than the non-payment of the
principal of Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if

(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof or, with
respect to any Security required to have been purchased pursuant to an
Asset Sale Offer or Change of Control Offer made by the Company, at
the purchase date thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue
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interest, at the rate provided by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other
obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by
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the Trustee shall be brought in its own name as trustee of an express trust
in favor of the Holders, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

Subject to Article Twelve, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607; and

SECOND: To the extent provided in Article Twelve, to the
holders of Senior Indebtedness in accordance with Article Twelve; and

THIRD: To the Holders in payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest on the
Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest, respectively.

The Trustee may, but shall not be obligated to, fix a record date and
payment date for any payment to the Holders under this Section 506.

SECTION 507. LIMITATION ON SUITS.

No Holder of any Security shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

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(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, the Redemption Price
on the applicable Redemption Date or, in the case of an Asset Sale Offer or
Change of Control Offer made by the Company and required to be accepted as to
such Security, on the purchase date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be

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exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512. CONTROL BY HOLDERS.

The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, PROVIDED that

(1) such direction shall not be in conflict with any rule of law
or with this Indenture,

(2) the Trustee shall not determine that the action so directed
would be unjustly prejudicial to the Holders not taking part in such
direction, and

(3) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or
interest on any Security (including any Security which is required to
have been purchased pursuant to an Asset Sale Offer or Change of
Control Offer which has been made by the Company), as specified in
clauses (1), (2) and (3) of Section 501 and not yet cured, or

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(2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs, including reasonable
attorneys' fees, against any such party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
PROVIDED, that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company, any suit instituted by the
Trustee, any suit instituted by the Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities, or any suit instituted by any Holder for enforcement of the payment
of principal of, or premium (if any) or interest on, any Security on or after
the respective Stated Maturity expressed in such Security (including, in the
case of redemption, on or after the Redemption Date).

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

ARTICLE SIX

The Trustee

The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed, subject to
the terms hereof.

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SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or to take or omit to take any action under this Indenture or at the request,
order or direction of the Holders or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 602. NOTICE OF DEFAULTS.

The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 601:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate
(PROVIDED, HOWEVER, that in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates
and opinions to determine whether or not they conform to the
requirements of this Indenture);

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(d) the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or
attorney; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

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SECTION 605. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or
duties hereunder.

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

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SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $100,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) The Trustee may resign by so notifying the Company in writing.
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 611.

(b) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holder or Holders of at least 10% in aggregate principal amount of the
Outstanding Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608, or

(2) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or
by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or an order for relief is entered
with respect to the Trustee under Federal or State bankruptcy laws or
a receiver of the Trustee or of its property shall be appointed or a
custodian or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

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then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder or Holders who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor
Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder or Holders who has been a bona fide
Holder of at least 10% in principal amount of Outstanding Securities for at
least six months may, on behalf of such Holder of Holders and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

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SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

This is one of the Securities described in the within-mentioned
Indenture.

AmSouth Bank of Alabama,
As Trustee

By___________________________,
As Authenticating Agent

By___________________________
Authorized Officer

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ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

If the Trustee is not the Security Registrar, the Company will furnish
or cause to be furnished to the Trustee

(a) semi-annually, not more than 15 days after each Regular
Record Date, a list, in such form as the Trustee or any Paying Agent
may reasonably require, of the names and addresses of the Holders as
of such Regular Record Date, and

(b) at such other times as the Trustee or any Paying Agent may
request in writing, within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities and the
corresponding rights and duties of the Trustee, shall be provided by the Trust
Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.

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SECTION 703. REPORTS BY TRUSTEE.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 704. REPORTS BY COMPANY.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to the Act; provided that any
such information, documents, or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. COMPANY MAY CONSOLIDATE, ETC. AND PURCHASES OF ASSETS ONLY ON
CERTAIN TERMS.

The Company may not consolidate or merge with or into (whether or not
the Company is the surviving entity), or directly or indirectly sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to another Person
unless:

(1) in the case the Company shall consolidate with or merge into
another Person or shall directly or indirectly sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its
properties and assets, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by sale,
assignment, transfer, lease, conveyance or other disposition all or
substantially all of the properties and assets of the Company (for purposes
of this Article Eight, a "Successor Company") shall be a corporation
organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume by an indenture supplemental hereto executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on
all the Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(2) immediately before and after giving effect to such transaction and
treating any Indebtedness incurred by the Company or the Successor Company,
if applicable, or any Subsidiary thereof as a result of such transaction as
having been incurred by the Company, the Successor Company or such
Subsidiary at the time of such transaction, no Default or Event of Default
shall have happened and be continuing; thereof

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(3) immediately after giving effect to such transaction, and treating
any Indebtedness incurred by the Company, the Successor Company or any
Subsidiary thereof as a result of such transaction as having been incurred
at the time of such transaction, the Company or the Successor Company could
Incur at least $1.00 of additional Indebtedness pursuant to the first
paragraph under Section 1008;

(4) if, as a result of any such transaction, property and assets of
the Company, the Successor Company or any Subsidiary thereof would become
subject to a Lien which would not be permitted by Section 1011, the Company
or, if applicable, the Successor Company, as the case may be, shall take
such steps as shall be necessary effectively to secure the Securities
equally and ratably with (or prior to) Indebtedness secured by such Lien;
and

(5) the Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition and, if
a supplemental indenture is required in connection with such transaction,
such supplemental indenture, complies with this Article and that all
conditions precedent herein provided for relating to such transaction have
been complied with, and, with respect to such Officer's Certificate,
setting forth the manner of determination of the ability of the Company or,
if applicable, the Successor Company to incur Debt in accordance with
Clause (3) of this Section 801 as required pursuant to the foregoing.
Notwithstanding the foregoing, Clause (3) of this Section 801 shall not
prohibit a transaction, the principal purpose and effect of which is (as
determined in good faith by the Board of Directors of the Company and
evidenced by a Board Resolution) to change the state of incorporation of
the Company, and such transaction does not have as one of its purposes the
evasion of the restrictions of this covenant.

SECTION 802. SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety in accordance with Section 801, the Successor Company
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

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ARTICLE NINE

Supplemental Indentures

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of
the Holders, or to surrender any right or power herein conferred upon
the Company; or

(3) to secure the Securities pursuant to the requirements of
Section 1011 or otherwise; or

(4) to comply with any requirements of the Commission in order
to effect and maintain the qualification of this Indenture under the
Trust Indenture Act; or

(5) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, PROVIDED such action pursuant
to this Clause (5) shall not adversely affect the interests of the
Holders in any material respect; or

(6) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities.

SECTION 902. SUPPLEMENTAL INDENTURES AND WAIVERS WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture. Subject
to Sections 508 and 513, the Holder or Holders of not less than a majority in
aggregate principal amount of then Outstanding Securities may waive compliance
by the Company with any

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provision of this Indenture or the Securities. Notwithstanding any of the
above, however, no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any
instalment of interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable
thereon, or change the place of payment where, or the coin or currency
in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date or, in the case of
an Asset Sale Offer or Change of Control Offer which has been made, on
or after the applicable Purchase Date), or

(2) reduce the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513 or
Section 1018, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby, or

(4) modify any of the provisions of this Indenture relating to
the subordination of the Securities in a manner adverse to the
Holders, or

(5) following the mailing of an Offer with respect to an Asset
Sale Offer or Change of Control Offer pursuant to Sections 1012 or
1015, respectively, modify the provisions of this Indenture with
respect to such Asset Sale Offer or Change of Control Offer in a
manner adverse to such Holder.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture or waiver,
but it shall be sufficient if such Act shall approve the substance thereof.

After an amendment, supplement or waiver under this Section 902
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture or
waiver.

After an amendment, supplement or waiver under this Section 902 or
Section [514] becomes effective, it shall bind each Holder.

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In connection with any amendment, supplement or waiver under this
Article Nine, the Company may, but shall not be obligated to, offer to any
Holder who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture or waiver is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. No such supplemental indenture shall directly or
indirectly modify the provisions of Article Twelve in any manner which might
terminate or impair the rights of the Senior Indebtedness pursuant to such
subordination provisions.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities authenticated and delivered after the execution of any
supplemental indenture or waiver pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture or waiver. If the
Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture or
waiver may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

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ARTICLE TEN

Covenants

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture. An installment of principal of or interest
and premium, if applicable, on the Securities shall be considered paid on the
date it is due if the Trustee or Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds for the benefit
of the Holders, on or before 10:00 a.m., New York City time, on that date, cash
deposited and designated for and sufficient to pay the installment.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York) where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. The Company hereby initially
designates _____________________ as such office.

SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (and premium, if any) or interest
on any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

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Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of
(and premium, if any) or interest on Securities in trust for the
benefit of the Persons entitled thereto until such sums shall be paid
to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities) in the making of any payment of
principal (and premium, if any) or interest; and

(3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, New York notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

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SECTION 1004. EXISTENCE.

Subject to Article Eight, Section 1012 or elsewhere in this Indenture,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory) and
franchises; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors in good faith
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1005. MAINTENANCE OF PROPERTIES.

The Company will cause all material properties used or useful in the
conduct of its business or the business of any Subsidiary of the Company to be
maintained and kept in good condition, repair and working order (reasonable wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly conducted
at all times; PROVIDED, HOWEVER, that nothing in this Section shall (a) prohibit
the Company from engaging in any transaction permitted under Article Eight or
Section 1012, and (b) prevent the Company from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or
any of its Subsidiaries or upon the income, profits or property of the
Company or any of its Subsidiaries and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any of its Subsidiaries; PROVIDED, HOWEVER,
that the Company shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim (i) whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings or (ii) where the failure to effect such payment is
not adverse in any material respect to the Holders.

SECTION 1007. MAINTENANCE OF INSURANCE.

The Company shall provide, or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance or
maintenance of a captive insurance subsidiary) against loss or damage of the
kinds that, in the reasonable, good faith opinion of the Company, is adequate
and appropriate for the conduct of the business of the Company and its
Subsidiaries.

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SECTION 1008. LIMITATIONS ON INCURRENCE OF INDEBTEDNESS.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to (collectively, "incur") any
Indebtedness (including Acquired Indebtedness); PROVIDED, HOWEVER, that the
Company may incur Indebtedness if, at the time such Indebtedness is incurred and
after giving effect thereto and the application of the proceeds therefor, the
Company's Pro Forma Coverage Ratio [for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Indebtedness is incurred] would not
be less than (x) 2.0 to 1 for Indebtedness incurred on or prior to December 31,
1997 and (y) 2.25 to 1 for Indebtedness incurred thereafter.

The foregoing provisions will not apply to:

(i) the incurrence by the Company of Indebtedness pursuant
to the New Credit Facility and any renewal, extension, refinancing or
refunding thereof and Indebtedness of the Company or any of its
Subsidiaries incurred for working capital purposes, together in an
aggregate principal amount not to exceed at any time outstanding
$400.0 million LESS the aggregate amount of all Net Proceeds of Asset
Sales applied to permanently reduce Indebtedness (and the commitments)
thereunder pursuant to Section 1013;

(ii) Capital Lease Obligations in an aggregate principal
amount not to exceed 10% of the assets of the Company and its
Subsidiaries taken as a whole at any time outstanding (any excess to
be considered Indebtedness subject to the requirements described in
the first paragraph of this Section 1008;

(iii) the incurrence by the Company and its Subsidiaries
of Existing Indebtedness;

(iv) Indebtedness evidenced by letters of credit issued in
the ordinary course of business of the Company to secure workers'
compensation and other insurance coverages;

(v) Guarantees by a Subsidiary of the Company of
Indebtedness otherwise permitted to be incurred under the Indenture;

(vi) Physician Support Obligations;

(vii) Indebtedness incurred to purchase or finance any
person's purchase of any person's ownership interest in a Permitted
Joint Venture in accordance with the terms of the agreement under
which any such interest was issued;

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(viii) Purchase Money Indebtedness incurred in the
ordinary course of business;

(ix) Indebtedness (including letters of credit) incurred in
respect of performance bonds, standby letters of credit or surety or
appeal bonds in the ordinary course of business;

(x) the Shareholder Subordinated Note;

(xi) the incurrence by the Company or any of its
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund, (a) the Securities, (b) Existing
Indebtedness, (c) Indebtedness incurred pursuant to clauses (vii) and
(viii) of this paragraph, (d) the Shareholder Subordinated Note or (e)
any Indebtedness that was incurred in compliance with the Pro Forma
Coverage Ratio test contained in the first paragraph of this Section
1008;

(xii) the incurrence by the Company or any of its
Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Subsidiaries; PROVIDED, HOWEVER, that (a) such
Indebtedness is expressly subordinate to the payment in full of the
Securities and (b)(1) any subsequent issuance or transfer (other than
for security purposes) of Equity Interests that result in any such
Indebtedness being held by a Person other than the Company or a
Subsidiary of the Company and (2) any sale or other transfer of any
such Indebtedness (including for security purposes) to a Person that
is neither the Company or a Subsidiary shall be deemed in each case,
to constitute an incurrence of such Indebtedness by the Company or
such Subsidiary, as the case may be; and

(xiii) the incurrence by the Company of Indebtedness not
otherwise permitted to be incurred by any other clause of this
paragraph in an aggregate principal amount at any time outstanding not
to exceed the greater of (x) $30 million and (y) 10% of the Company's
Consolidated Net Worth at the time of incurrence.

SECTION 1009. LIMITATIONS ON RESTRICTED PAYMENTS.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or any
Subsidiary of the Company (other than cash in lieu of fractional shares)) on
account of any Equity Interests of the Company or any of its Subsidiaries (other
than (x) dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company and (y) in the case of a Subsidiary,
dividends or distributions payable to the Company or any Wholly Owned Subsidiary
of the Company or

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pro rata dividends or distributions); (ii) purchase, redeem or otherwise
acquire or retire for value any Equity Interests of the Company or any
Subsidiary or other Affiliate of the Company (other than any such Equity
Interests owned by the Company or any Wholly Owned Subsidiary of the Company
and joint venture interests evidencing ownership interests in Permitted Joint
Ventures); and (iii) make any principal payment on, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that by its
terms is subordinated in right of payment to the Securities, except in
accordance with the scheduled mandatory redemption or payment provisions set
forth in the original documentation governing such Indebtedness (but not
pursuant to any mandatory offer to repurchase upon the occurrence of any
events) (all such payments and other actions set forth in clauses (i) through
(iii) above being collectively referred to as "Restricted Payments"), unless:

(a) no Default or Event of Default shall have occurred under the
Securities or this Indenture and be continuing or would occur as a
consequence thereof;

(b) the Company would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter
period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Pro Forma Coverage Ratio test set forth
in the first paragraph of Section 1008; and

(c) such Restricted Payment, together with the aggregate of all
other Restricted Payments made by the Company and its Subsidiaries or
other Affiliates after the date of this Indenture (excluding
Restricted Payments permitted by clauses (i), (ii), (iv), (v) and (vi)
of the next succeeding paragraph but including Restricted Payments
permitted by clause (iii) of the next succeeding paragraph), is less
than the sum of (i) 50% of the Consolidated Net Income of the Company
for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after the date of this Indenture
to the end of the Company's most recently ended fiscal quarter for
which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such
period is a deficit, minus 100% of such deficit), PLUS (ii) 100% of
the aggregate net cash proceeds, including the fair market value of
property other than cash (as determined in good faith by the Board),
received by the Company from the issuance or sale other than to a
subsidiary of the Company since the date of the Indenture of Equity
Interests other than Disqualified Capital Stock of the Company or of
debt securities or Disqualified Stock of the Company that have been
converted into such Equity Interests (other than Disqualified Stock)
PLUS (iii) $5.0 million.

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or be continuing or would occur as a consequence thereof, the Company and any
Subsidiary may:

(i) purchase, redeem, or otherwise acquire or retire for value any
Equity Interests of the Company in exchange for, or out of the net proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company (other than Disqualified
Stock); PROVIDED that the amount of any such net cash proceeds that are
utilized for any such purchase, redemption or other acquisition or
retirement shall be excluded from clause (c)(ii) of the preceding
paragraph;

(ii) defease, redeem or repurchase subordinated Indebtedness with the
net proceeds from an incurrence of Permitted Refinancing Indebtedness or of
or in exchange for the substantially concurrent sale (other than to a
Subsidiary of the Company) of Equity Interests of the Company (other than
Disqualified Stock); PROVIDED that the amount of any such net cash proceeds
that are utilized for any such purchase, redemption, repurchase, retirement
or other acquisitions shall be excluded from clause (c)(ii) of the
preceding paragraph;

(iii) redeem or repurchase any Equity Interests of the Company or any
Subsidiary of the Company held by any officers, directors or employees of
the Company (or any of its Subsidiaries) whose employment has been
terminated or who have died or become disabled, so long as the aggregate
amount of payments for all such redemptions or repurchases in any fiscal
year do not exceed $5.0 million;

(iv) pay scheduled dividends on or redeem any preferred stock issued
by a Subsidiary of the Company permitted to be created or issued pursuant
to the provisions of Section 1008;

(v) pay the Dividend to the Paracelsus Shareholder; and

(vi) redeem or repurchase Common Stock from holders thereof who
beneficially own in the aggregate less than 1% of the outstanding Common
Stock (other than officers, directors or employees of the Company or any of
its Subsidiaries whose Equity Interests are redeemed or repurchased in
accordance with clause (iii) of this paragraph) within two years from the
date of this Indenture so long as the aggregate amount of payments for all
such redemptions or repurchases in such period do not exceed $1 million.

Any payment made pursuant to clause (iii) of this paragraph shall be a
Restricted Payment for purposes of calculating aggregate Restricted Payments
pursuant to clause (c) of the preceding paragraph.

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computed, which calculations shall be based upon the Company's latest
available financial statements.

SECTION 1010. LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to
(i)(a) pay dividends or make any other distributions to the Company or any of
its Subsidiaries (1) on its Capital Stock or (2) with respect to any other
interest or participation in, or measured by, its profits, or (b) pay any
indebtedness owed to the Company or any of its Subsidiaries; (ii) make loans or
advances to the Company or any of its Subsidiaries; (iii) transfer any of its
properties or assets to the Company or any of its Subsidiaries; or (iv)
Guarantee any loans or advances to the Company or any of its Subsidiaries,
except for such encumbrances or restrictions existing under or by reasons of:

(a) Existing Indebtedness, as in effect on the date of this
Indenture;

(b) the New Credit Facility, as in effect on the date of this
Indenture, and any amendments, modifications, restatements,
extensions, renewals, increases, supplements, refundings, replacements
or refinancings thereof, PROVIDED that such amendments, modifications,
restatements, extensions, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more
restrictive in the aggregate than those contained in the New Credit
Facility, as in effect on the date of this Indenture;

(d) applicable law;

(e) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Subsidiaries, as in
effect at the time of acquisition (except to the extent such
Indebtedness was incurred in connection with, or in contemplation of
such acquisition), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired,
PROVIDED that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred;

(f) by reason of customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with
past practices;

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(g) restrictions contained in security agreements relating to
Purchase Money Indebtedness to the extent such restrictions restrict
the transfer of property subject to such security agreement;

(h) Permitted Refinancing Indebtedness, PROVIDED that the
restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive than those contained
in the agreements governing the Indebtedness being refinanced;

(i) any Permitted Joint Venture, PROVIDED that such restrictions
apply only to the assets of such Permitted Joint Venture; or

(j) any agreement which has been entered into for the sale or
disposition of all of the assets or capital stock of a Subsidiary;
PROVIDED, HOWEVER, that with respect to this Clause (j), such
encumbrances or restrictions shall exist (A) only with respect to the
Subsidiary being sold or disposed of and (B) only for a period of six
months following the execution of such agreement.

SECTION 1011. LIMITATIONS ON LIENS.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien, other
than Permitted Liens, on any property or asset now owned or hereafter acquired,
or on any income or profits therefrom or assign or convey any right to receive
income therefrom, to secure any Indebtedness that is PARI PASSU with or
subordinate in right of payment to the Securities, unless the Securities are
either (i) secured by a Lien on such property, assets, income or profits that is
senior in priority to the Lien securing such other Indebtedness, if such other
Indebtedness is subordinated in right of payment to the Securities or (ii)
equally and ratably secured by a Lien on such property, assets, income or
profits with the Lien securing such other Indebtedness, if such other
Indebtedness is PARI PASSU in right of payment to the Securities.

SECTION 1012. LIMITATIONS ON DISPOSITION OF ASSETS.

(a) Subject to Section 801, the Company may not, and may not permit any of
its Subsidiaries to, sell, transfer or otherwise dispose of any assets
(including by way of sale and leaseback), other than in the ordinary course of
business or the sale of accounts receivable in connection with a receivables
financing that is not required under GAAP to be booked as liabilities on the
balance sheet of the Company or its Subsidiaries, or all or substantially all of
the Capital Stock of any Subsidiary directly or indirectly owned by the Company
in each case whether in a single transaction or a series of related transactions
that have an aggregate fair market value in excess of $15.0 million or for net
proceeds in excess of $15 million (an "Asset Sale") unless the Net Proceeds from
such Asset Sale are applied in accordance with the following provisions. Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company
may apply such Net Proceeds, at its option, (a) to permanently reduce

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Indebtedness (and, in the case of revolving Indebtedness, to permanently reduce
the commitments) under the New Credit Facility or to reduce other Senior
Indebtedness of the Company, (b) to an Investment in a Permitted Business or a
controlling interest in a person that owns a Permitted Business or the making of
a capital expenditure or to acquire other tangible assets, in each case, engaged
or used in a Permitted Business or any Permitted Joint Venture. Pending the
final application of any such Net Proceeds, the Company may temporarily reduce
revolving Indebtedness under the New Credit Facility (or any renewal, extension,
refinancing or refunding thereof) or otherwise invest such Net Proceeds in any
manner that is not prohibited by the Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the preceding sentence of
this paragraph will be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be
required to make an offer to all Holders (an "Asset Sale Offer") to purchase the
maximum principal amount of Securities and, on a pro rata basis, any other
Indebtedness requiring to be so repurchased (including the Existing Senior
Subordinated Notes) that may be purchased out of the Excess Proceeds, at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase, in accordance
with the procedures set forth in this Indenture. To the extent that the
aggregate amount of Securities (and, if applicable, Existing Senior Subordinated
Securities) tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes. Upon completion of such Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero. Notwithstanding the foregoing (a) a
transfer of assets by the Company or a Subsidiary, (b) any issuance of Equity
Interests by a Subsidiary to the Company or another Subsidiary of the Company
and (c) any Restricted Payment permitted by the covenant described under
Section 1009, shall not be deemed to be an Asset Sale.

(b) The Company will mail any Asset Sale Offer required pursuant to
Section 1012(a) not more than 30 days after the aggregate amount of Excess
Proceeds exceeds $15 million. Each Holder shall be entitled to tender all or
any portion of the Securities owned by such Holder pursuant to the Asset Sale
Offer, subject to the requirement that any portion of a Security tendered must
be tendered in an integral multiple of $1,000 principal amount. The Company
shall comply with the requirements of Rule 14e-1 (or any successor provision
thereto) under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Securities pursuant to the Asset Sale Offer.

(c) Not later than the date of an Asset Sale Offer, the Company shall
deliver to the Trustee an Officers' Certificate as to (i) the assets involved in
the Asset Sale(s) giving rise to such Asset Sale Offer including the
consideration received therefor, the Net Proceeds therefrom and the amount of
Excess Proceeds; (ii) the allocation of the Net Proceeds from the Asset Sale(s)
pursuant to which such Asset Sale Offer is being made, including, if amounts are
invested pursuant to Clause (b) of paragraph (a) of this Section 1012 or capital
expenditures or acquisitions of tangible assets are made pursuant to Clause (b)
of paragraph (a), the actual Investment(s), capital expenditure(s) or
acquisition(s) made and a statement as to the compliance with the requirements
of Clause (b) of paragraph (a); and (iii) the compliance of such allocation with
the provisions of paragraph (a) of this Section 1012.

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(d) The Company and the Trustee shall perform their respective obligations
specified in the Asset Sale Offer. On or prior to the purchase date, the
Company shall (i) accept for payment (on a pro rata basis, if necessary)
Securities or portions thereof tendered pursuant to the Offer, (ii) deposit with
the paying agent (or, if the Company is acting as its own paying agent,
segregate and hold in trust as provided in Section 1003) money sufficient to pay
the purchase price of all Securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The paying agent (or the Company,
if so acting) shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Security equal
in principal amount to any unpurchased portion of the Security surrendered. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results
of the Offer on or as soon as practicable after the Purchase Date.

SECTION 1013. LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.

The Company will not, and will not permit any of its Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
"Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that
in the aggregate are no less favorable to the Company or such Subsidiary than
those that would have been obtained in a comparable transaction by the Company
or such Subsidiary with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$1.0 million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $5 million, the Board of Directors shall
have obtained an opinion from an investment banking firm of national standing to
the effect that such Affiliate Transaction is fair to the Company or such
Subsidiary from a financial point of view; PROVIDED, HOWEVER, that (i)
employment contracts, "know-how" agreements, compensation arrangements and loans
to employees, in each case in the form existing as of the date of this Indenture
or representing a continuation, extension, renewal, refinancing or replacement
thereof on terms no less favorable to the Company than those contained in such
contracts, agreements, arrangements or loans in the form existing as of the date
of this Indenture, (ii) transactions between or among the Company, its
Subsidiaries and/or Permitted Joint Ventures, (iii) the making of Physician
Support Obligations, (iv) each Merger Related Agreement, in each case in the
form existing as of the date of this Indenture or representing a continuation,
extension, renewal, refinancing or replacement thereof on terms no less
favorable to the Company than those contained in such Merger Related Agreement
in the form existing as of the date of this

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Indenture and (v) transactions permitted by Section 1009, in each case, shall
not be deemed Affiliate Transactions.

SECTION 1014. LIMITATIONS ON OTHER SUBORDINATED INDEBTEDNESS.

The Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is both subordinate or junior
in right of payment to any Senior Indebtedness and senior in right of payment to
the Securities.

SECTION 1015. CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control, each Holder of a
Security will have the right to require the Company to repurchase such Holder's
Security pursuant to the offer described below (the "Change of Control Offer")
at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase (the
"Change of Control Payment") (PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Purchase Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307). Each Holder shall
be entitled to tender all or any portion of the Securities owned by such Holder
pursuant to the Change of Control Offer, subject to the requirement that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount.

(b) Within 30 days following any Change of Control, the Company will
mail the Change of Control Offer to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Securities pursuant to the procedures required by this covenant and described in
such Change of Control Offer. The Company and the Trustee shall perform their
respective obligations specified in the Change of Control Offer. The Company
will comply with the requirements of Rule 14e-1 Exchange Act (and any succession
provision thereto) and any other securities laws and regulations thereunder to
the extent such laws and regulations are applicable in connection with the
repurchase of the Securities pursuant to the Change of Control Offer. On or
prior to the purchase date for such Change of Control Offer, the Company shall,
to the extent lawful, (i) accept for payment Securities or portions thereof
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent or Trustee (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) money sufficient to pay
the Change of Control Payment for all Securities or portions thereof so accepted
and (iii) deliver or cause to be delivered to the Trustee all Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof accepted for payment by the Company. The Paying Agent or
Trustee shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Change of Control Payment, and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security
or Securities equal in principal amount to any unpurchased portion of the
Security surrendered as requested by the Holder. Any Security not accepted for
payment

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shall be promptly mailed or delivered by the Company to the Holder thereof.
The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the purchase date for such Change of
Control Offer.

(c) Prior to the time required for the mailing of the Change of
Control Offer, but in any event within 30 days following a Change of Control,
the Company will to the extent required either (i) repay all outstanding Senior
Indebtedness or (ii) obtain the requisite consents, if any, under all agreements
governing outstanding Senior Indebtedness to permit the repurchase of Securities
required by this covenant. The failure to obtain any such consents will not
relieve the Company of its obligation to repurchase the Securities pursuant to a
Change of Control Offer.

(d) The Change of Control provisions described in this Section 1015
will be applicable whether or not any other provisions of this Indenture are
applicable.

SECTION 1016. LIMITATION ON CONDUCT OF BUSINESS.

The Company shall not, and shall not permit any Subsidiary of the
Company to, engage in any business other than a Permitted Business.

SECTION 1017. REPORTS.

Whether or not required by the rules and the regulations of the
Commission, so long as any Securities are Outstanding, the Company will furnish
to the Holders (i) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
(or on any successors forms thereto or pursuant to any successor requirement
thereof) if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its Subsidiaries and, with respect to the annual information
only, a report thereon by the Company's certified, independent accountants and
(ii) all current reports that would be required to be filed with the Commission
on Form 8-K (or any successor form thereto or pursuant to any successor
requirement thereof) if the Company were required to file such reports.

SECTION 1018. STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES.

(a) The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year, and within 60 days after the end of each fiscal
quarter (other than the fourth fiscal quarter), of the Company ending after
the date hereof an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Company has failed to comply with any
conditions or covenants in Section 801 or Sections 1004 to 1017, inclusive,
of this Indenture or any Event of Default or event which with notice or the
passage of time would become an Event of Default which has occurred and is
continuing and, if such signer does know of such a failure or default, the
certificate shall describe such failure or default with

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particularity. The Officers' Certificate shall also notify the Trustee
should the relevant fiscal year end on any date other than the current fiscal
year end date.

(b) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, as soon as possible and in any event within
10 days after the Company becomes aware or should reasonably become aware of the
occurrence of a Default or an Event of Default, an Officers' Certificate setting
forth the details of such Default or Event of Default, and the action which the
Company proposes to take with respect thereto.

SECTION 1019. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 801 and Sections 1004 to 1017 if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect; PROVIDED, HOWEVER, with respect to an Asset Sale Offer or
Change of Control Offer as to which an Offer has been mailed, no such waiver may
be made or shall be effective against any Holder tendering Securities pursuant
to such Offer, and the Company may not omit to comply with the terms of such
Offer as to such Holder.

ARTICLE ELEVEN

Redemption of Securities

SECTION 1101. RIGHT OF REDEMPTION.

(a) The Securities may be redeemed at the election of the Company, as
a whole or from time to time in part, at any time on or after ____________,
2001, at the Redemption Prices specified in the form of Security hereinbefore
set forth together with accrued and unpaid interest to the Redemption Date.

(b) In the event that, pursuant to any Change of Control Offer, there
are properly tendered and accepted for payment by the Company, and paid by the
Company in accordance with the requirements of this Indenture and such Change of
Control Offer Securities representing 80% or more of the Securities Outstanding
at the commencement of such Change of Control Offer, then the Company shall have
the right, at its option, to redeem within 90 days after the purchase date for
such Change of Control Offer all, but not less than all, of the Securities
remaining Outstanding after such Change of Control Offer at a Redemption Price
equal to 101% of the principal amount thereof, together with accrued interest to
the Redemption Date.

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SECTION 1102. APPLICABILITY OF ARTICLE.

Redemption of Securities at the election of the Company, as permitted
by any provision of this Indenture, shall be made in accordance with such
provision and this Article.

SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In the case of
redemption pursuant to Section 1101(b), the Company shall also deliver to the
Trustee an Officers' Certificate stating that the Company is entitled to effect
such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Company to so redeem have occurred and
been satisfied. In case of any redemption at the election of the Company of
less than all the Securities, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed and whether it wants the
Trustee to give notice of redemption to the Holders. Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

[If the Company elects to reduce the principal amount of Securities to
be redeemed by crediting against any such redemption Securities it has not
previously delivered to the Trustee for cancellation, it shall so notify the
Trustee of the amount of the reduction and deliver such Securities with such
notice.]

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or any integral multiple thereof) of the principal amount of
Securities of a denomination larger than $1,000. Securities in denominations of
$1,000 may be redeemed only in whole.

The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

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SECTION 1105. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, including the amount of accrued and
unpaid interest to be paid upon such redemption,

(3) whether the redemption is being made pursuant to Section 1101(a)
or (b) and, if being made pursuant to either Section 1101(b), a brief
statement setting forth the Company's right to effect such redemption and
the Company's basis therefor,

(4) if less than all the Outstanding Securities are to be
redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,

(5) that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and that
interest thereon will cease to accrue on and after said date,

(6) the place or places where such Securities are to be
surrendered for payment of the Redemption Price,

(7) the name, address and telephone number of the Paying agent,

(8) that Securities called for redemption must be surrendered to
the Paying Agent at the address specified in such notice to collect
the Redemption Price,

(9) that, unless the Company defaults in its obligation to
deposit cash or U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day
before the due date of any payment, cash in an amount to fund the
Redemption Price with the Paying Agent in accordance with Section 1106
hereof or such redemption payment is otherwise prohibited, interest on
Securities called for redemption ceases to accrue on and after the
Redemption Date and the only remaining right of the Holders of such
Securities is to receive payment of the Redemption Price, including
accrued and unpaid interest to the Redemption Date, upon surrender to
the Paying Agent of the Securities called for redemption and to be
redeemed,

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(10) if any Security is being redeemed in part, the portion of
the principal amount equal to $1,000 or an integral multiple thereof,
of such Security to be redeemed and that, after the Redemption Date,
and upon surrender of such Security, a new Security or Securities in
aggregate principal amount equal to the unredeemed portion thereof
will be issued,

(11) the CUSIP number of the Securities to be redeemed, and

(12) disclaimer language regarding CUSIP numbers in the
Trustee's standard form.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
cash or U.S. Government Obligations sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
and unpaid interest on, all the Securities which are to be redeemed on that date
(other than Securities or portions thereof called for redemption on that date
that have been delivered by the Company to the Trustee for cancellation). The
Paying Agent shall promptly return to the Company any cash or U.S. Government
Obligations so deposited which is not required for that purpose upon the written
request of the Company.

If the Company complies with the preceding paragraph and the other
provisions of this Article Eleven and payment of the Securities called for
redemption is not otherwise prohibited, interest on the Securities to be
redeemed will cease to accrue on the applicable Redemption Date, whether or not
such Securities are presented for payment. Notwithstanding anything herein to
the contrary, if any Security surrendered for redemption in the manner provided
in the Securities shall not be so paid surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall
continue to accrue and be paid from the Redemption Date until such payment is
made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 1001 hereof and the Security.

SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (if the Company
complies with Section 1106) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the

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Redemption Price, together with accrued and unpaid interest to the Redemption
Date; PROVIDED, HOWEVER, that installment of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

SECTION 1108. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company designated for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

Subordination of Securities

SECTION 1201. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article (subject to the provisions
of Article Four and Article Thirteen), the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

SECTION 1202. NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

(a) No payment or distribution of cash or property (other than Capital
Stock of the Company or other securities of the Company that are subordinated to
Senior Indebtedness to at least the same extent as the Securities) of the
Company will be made on account of principal of or interest on the Securities,
or to defease or acquire any of the Securities, or on account of the redemption
provisions of the Securities (i) upon the maturity of any Senior Indebtedness by
lapse of time, acceleration or otherwise, unless and until all Senior
Indebtedness shall first be paid in full in cash, or such payment duly made in a
manner satisfactory to the holders of such Senior Indebtedness or (ii) in the
event that the Company defaults in the payment of any principal of, premium, if
any, or interest on or any other amounts payable on or due in connection with
any Senior Indebtedness when it becomes due and payable, whether at maturity or
at a date fixed for prepayment or by declaration or

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otherwise, unless and until such default has been cured or waived in writing
or has ceased to exist.

(b) If (i) a default in the payment of the principal of or interest on
Senior Indebtedness occurs and is continuing beyond any applicable period of
grace (whether by acceleration or otherwise) or (ii) any other default shall
have occurred and be continuing that would permit the holders of the Designated
Senior Indebtedness to accelerate the maturity of Designated Senior
Indebtedness, upon written notice (a "Payment Blockage Notice") of the default
given to the Company and the Trustee by the holders of, or an agent, trustee or
other representative for, such Designated Senior Indebtedness, then, unless and
until such default has been cured or waived in writing, no payment or
distribution of cash or property (other than Capital Stock of the Company or
other securities of the Company that are subordinated to Senior Indebtedness to
at least the same extent as the Securities) shall be made by the Company with
respect to the principal of or interest on the Securities or on account of
redemption of the Securities or to acquire or repurchase any of the Securities
for cash or property other than Capital Stock of the Company. With respect to
clause (ii) above, if such Designated Senior Indebtedness is not declared due
and payable within 180 days after written notice of the event of default is
given, promptly after the end of the 180-day period the Company will pay all
sums due in respect of the Securities and not paid during the 180-day period.
Payments on the Securities may and shall be resumed in the case of a payment
default upon the date on which such default is cured or waived. During any 360-
day consecutive period, only one such period during which payment with respect
to the Securities may not be made may commence and the duration of such period
may not exceed 180 days. No nonpayment default that existed or was continuing
on the date of delivery of any Payment Blockage Notice to the Trustee shall be,
or be made, the basis for a subsequent Payment Blockage Notice unless such
default shall have been waived for a period of not less than 90 days.

(c) If any payment or distribution of assets of the Company is
received by the Trustee or any Holder in respect of the Securities at a time
when that payment or distribution should not have been made because of
paragraph (a) or (b) of this Section 1202, and provided that prior to the
Trustee's disbursement of such distribution or payment, the Trustee shall have
received a written notice as specified in Section 1209 from the Company or from
an agent or representative for one or more holders of Senior Indebtedness, such
payment or distribution will be received and held and will be paid over to the
holders of Senior Indebtedness (pro rata as to each of such holders on the basis
of the respective amounts of Senior Indebtedness held by them) until all such
Senior Indebtedness has been paid in full, after giving effect to any concurrent
payment or distribution or provision therefor to the holders of such Senior
Indebtedness.

SECTION 1203. SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company (whether in bankruptcy,
insolvency, receivership or similar proceeding relating to the Company or its
property or upon an

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assignment for the benefit of creditors or any marshalling of the Company's
assets or liabilities or otherwise):

(a) the holders of all Senior Indebtedness will first be entitled to
receive payment in full of the principal of and interest due on Senior
Indebtedness (including interest accruing after the commencement of a bankruptcy
or insolvency at the rate specified in the applicable Senior Indebtedness and
including, without limitation, in respect of premiums, indemnities or otherwise,
and all indebtedness under the New Credit Facility which is disallowed, avoided
or subordinated pursuant to Section 548 of Title 11, United States Code or any
applicable state fraudulent conveyance law) before the Holders are entitled to
receive any payment or distribution on account of the principal of or interest
on the Securities;

(b) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (except that Holders may
receive securities that are subordinated at least to the same extent as the
Securities to Senior Indebtedness and any securities issued in exchange for
Senior Indebtedness), to which Holders or the Trustee would be entitled except
for the provisions of this Section 1203 will be paid by the liquidating trustee
or agent or other persons making such a payment or distribution directly to the
holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
representatives to the extent necessary to make or provide for payment in full
in cash of all Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness or
provision for that payment or distribution; and

(c) if, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (except that Holders may receive securities that are subordinated at
least to the same extent as the Securities to Senior Indebtedness and any
securities issued in exchange for Senior Indebtedness) is received by the
Trustee or the Holders on account of the principal of or interest on the
Securities before all Senior Indebtedness is paid in full such payment or
distribution will be received and held in trust for and will be forthwith paid
over to the holders of the Senior Indebtedness remaining unpaid or unprovided
for or their representatives for application (in the case of cash) to, or as
collateral (in the case of non-cash property or securities) for the payment of
such Senior Indebtedness until all such Senior Indebtedness has been paid in
full, after giving effect to any concurrent payment or distribution or provision
therefor to the holders of such Senior Indebtedness.

The Company will give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of it or any assignment
for the benefit of its creditors.

SECTION 1204. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except or under
the conditions described in Section 1202 or during the pendency of any
proceeding referred to in

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Section 1203, from making payments or distributions on the Securities or (b)
the application by the Trustee of any money deposited with it hereunder to
payments or distributions on the Securities or the retention of such payments
or distributions on the Securities by the Holders, if, at the time of such
application by the Trustee, it did not have knowledge that such payment or
distribution on the Securities would have been prohibited by the provisions
of this Article.

SECTION 1205. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until all amounts owing on the Securities
shall be paid in full; and, for the purposes of such subrogation:

(a) no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders or the
Trustee on their behalf would be entitled except for the provisions of this
Article Twelve and no payment pursuant to the provisions of this Article Twelve
to the holders of Senior Indebtedness by Holders or the Trustee on their behalf
shall, as between the Company, its creditors (other than holders of Senior
Indebtedness) and the Holders, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and

(b) no payment or distributions of cash, property or securities to or
for the benefit of the Holders pursuant to the subrogation provision of this
Article Twelve, which would otherwise have been paid to the holders of Senior
Indebtedness, shall be deemed to be a payment by the Company to or for the
account of the Securities.

SECTION 1206. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder upon the exercise of any
such remedy.

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SECTION 1207. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company or the filing of a claim for the unpaid balance of his Securities
in the form required in those proceedings. If the Trustee does not file a
proper claim or proof of debt in the form required in such proceeding at least
30 days before the expiration of the time to file such claim or claims, then the
holders of Senior Indebtedness and their agents, trustees, or other
representatives (including, without limitation, any agent under the New Credit
Facility) are hereby authorized to have the right to file, and are hereby
authorized to file, an appropriate claim for and on behalf of the Holders.

SECTION 1208. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 1209. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence

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of any facts which would prohibit the making of any payment to or by the
Trustee in respect of the Securities, unless and until the Trustee shall have
received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist;
PROVIDED, HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium,
if any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which
may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor or representative thereof) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee therefor or representative
thereof). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness (or a trustee therefor or representative thereof) to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

SECTION 1210. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

SECTION 1211. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mis-

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takenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1212. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

SECTION 1213. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; PROVIDED,
HOWEVER, that Section 1212 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 1214. DEFEASANCE OF THIS ARTICLE TWELVE.

The subordination of the Securities provided by this Article Twelve
is expressly made subject to the provisions for defeasance or covenant
defeasance in Article Thirteen hereof and, anything herein to the contrary
notwithstanding, upon the effectiveness of any such defeasance or covenant
defeasance, the Securities then outstanding shall thereupon cease to be
subordinated pursuant to this Article Twelve.

SECTION 1215. THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.

The failure to make a payment on account of the principal of or
interest on the Securities by reason of any provision of this Article Twelve
will not be construed as preventing the occurrence of an Event of Default.

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SECTION 1216. REPRESENTATIVE OF SENIOR INDEBTEDNESS.

Subject to Section 1209, any notices to be given or payments to be
made to any holders of Senior Indebtedness pursuant to this Indenture may be
made or given to their authorized representative.

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

The Company may at its option by Board Resolution, at any time, elect
to have either Section 1302 or Section 1303 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article
Thirteen.

SECTION 1302. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities,
and the provisions of Article Twelve hereof shall cease to be effective, on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 1304 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any)
and interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306,
1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Thirteen. Upon defeasance as provided
herein, the Trustee shall promptly execute and deliver to the Company any
documents reasonably requested by the Company to evidence or effect the
foregoing. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 1302 notwithstanding the prior
exercise of its option under Section 1303.

SECTION 1303. COVENANT DEFEASANCE.

Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its
obligations under Sections 1005 through 1018, inclusive, and Clauses (2), (3)
and (4) of Section 801, (ii) the occurrence of an event specified in Sections
501(4) (with respect to any of Sections 1005 through 1018, inclusive and

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Clauses (2), (3) and (4) of Section 801), 501(5) and 501(6) shall not be
deemed to be an Event of Default, (iii) the provisions of Article Twelve
hereof shall cease to be effective on and after the date the conditions set
forth below are satisfied and (iv) the Securities shall thereafter be deemed
not Outstanding for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed Outstanding
for all other purposes thereunder (hereinafter, "covenant defeasance"). For
this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, Clause or Article, whether directly
or indirectly by reason of any reference elsewhere herein to any such
Section, Clause or Article or by reason of any reference in any such Section,
Clause or Article to any other provision herein or in any other document (and
Section 501(4) shall not apply to any such Section, Clause or Article) but
the remainder of this Indenture and such Securities shall be unaffected
thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section
1302 or Section 1303 to the then Outstanding Securities:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 609 who shall agree to comply with the provisions of this
Article Thirteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the
Paying Agent or Trustee (or other qualifying trustee) to pay and discharge,
the principal of, premium, if any, and each installment of interest on the
Outstanding Securities on the Stated Maturity of such principal or
installment of interest in accordance with the terms of this Indenture and
of such Outstanding Securities. For this purpose, "U.S. Government
Obligations" means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by
such custodian for the account of the holder of such depository receipt,
PROVIDED that (except as

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required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt.

(2) In the case of an election under Section 1302, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has
been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities will not recognize gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred.

(3) In the case of an election under Section 1303, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would have been the case if such
deposit and covenant defeasance had not occurred.

(4) Such defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest as defined in Section 608 and for
purposes of the Trust Indenture Act with respect to any securities of the
Company.

(5) No Event of Default shall have occurred and be continuing on the
date of such deposit or, insofar as subsections 501(7) and (8) are
concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period, but in the case of
covenant defeasance, the covenants which are described under Section 1303
will cease to be in effect unless an Event of Default under Section 501(7)
or Section 501(8) occurs during such period).

(6) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Company is a party or by which it is
bound.

(7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 1302
or the covenant defeasance under Section 1303 (as the case may be) have
been complied with.

(8) Such defeasance or covenant defeasance shall not result in the
trust arising from such deposit constituting an investment company as
defined in

-83-
<PAGE>

the Investment Company Act of 1940, as amended, or such trust
shall be qualified under such act or exempt from regulation thereunder.

SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Paying Agent or Trustee (or other qualifying trustee, collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Securities shall be held in trust and applied by the Paying Agent
or Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law. Money so held in trust shall not be subject to the provisions of Article
Twelve.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 1304(1)), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant
defeasance.

SECTION 1306. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Thirteen until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1302 or 1303; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of (and premium, if any) or interest on any Security
following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.

-84-
<PAGE>

----------------------

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

PARACELSUS HEALTHCARE CORPORATION

By
------------------------------------

Attest:

- -------------------------------

AMSOUTH BANK OF ALABAMA

By
------------------------------------

Attest:

- -------------------------------

-85-

<PAGE>

Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, CA 90035

August 9, 1996

Paracelsus Healthcare Corporation
155 North Lake Avenue, Suite 1100
Pasadena, California 91101

Re: Paracelsus Healthcare Corporation
Registration Statement on Form S-1
----------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Paracelsus Healthcare Corporation,
a California corporation (the "Company"), in connection with the public offering
of $325,000,000 aggregate principal amount of __% Senior Subordinated Notes Due
2006 (the "Notes"). The Notes are to be issued under an indenture (the
"Indenture") to be entered into between the Company and AmSouth Bank of Alabama
as trustee (the "Trustee").

This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-1 (Registration No. 333-06713) relating to the Notes, as
filed with the Securities and Exchange Commission (the "Commission") on June 24,
1996, Amendment No. 1 thereto filed with the Commission on July 18, 1996 and
Amendment No. 2 thereto filed with the Commission on the date hereof (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into between the Company, as
issuer, and Donaldson, Lufkin & Jenrette Securities Corporation, BA Securities

<PAGE>

Paracelsus Healthcare Corporation
August 9, 1996
Page 2

Inc. and NationsBanc Capital Markets, as underwriters, and The Chicago
Corporation, as qualified independent underwriter (together, the
"Underwriters"), filed as an exhibit to the Registration Statement; (iii) the
form of the Indenture filed as an exhibit to the Registration Statement; (iv)
the form of the Notes included in the Indenture; (v) the Company's Articles of
Incorporation, as presently in effect; and (vi) the Company's Bylaws, as
presently in effect. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.

Members of our firm are admitted to the bar of the States of
California and New York, and we do not express any opinion as to the laws of any
other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that
when (i) the Notes and the Indenture have been duly authorized by the Board of
Directors of the Company; (ii) the Indenture and Underwriting Agreement have
been duly executed and delivered; and (iii) the Securities have been duly
executed and authenticated in accordance

<PAGE>

Paracelsus Healthcare Corporation
August 9, 1996
Page 3

with the terms of the Indenture and delivered to and paid for by the
Underwriters as contemplated by the Underwriting Agreement, the Notes will be
valid and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms,
except to the extent that (a) enforcement thereof may be limited by
(1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally and (2) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity) and
(b) the waiver contained in Section 515 of the Indenture may be deemed
unenforceable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.

Very truly yours,

Skadden, Arps, Slate, Meagher & Flom

<PAGE>
EXHIBIT 12.1

PARACELSUS HEALTHCARE CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIO AND UNAUDITED)

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------
HISTORICAL PRO FORMA(1) PRO FORMA(2)
---------------------------------------------------------- ------------- -------------
1991 1992 1993 1994 1995 1995 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before minority
interests, income taxes,
cumulative effect of accounting
change and extraordinary
loss........................... $ 20,588 $ 20,779 $ 25,341 $ 23,387 $ 23,938 $ 19,013 $ 14,745
Interest expense -- debt
borrowings and capitalized
leases......................... 12,043 10,496 10,213 12,966 15,746 17,241 36,803
Interest portion of rental
expense........................ 2,751 3,109 3,970 5,892 6,411 6,932 8,338
---------- ---------- ---------- ---------- ---------- ------------- -------------
Earnings (loss)............. $ 35,382 $ 34,384 $ 39,524 $ 42,245 $ 46,095 $ 43,186 $ 59,886
---------- ---------- ---------- ---------- ---------- ------------- -------------
---------- ---------- ---------- ---------- ---------- ------------- -------------
Fixed charges:
Interest...................... $ 12,043 $ 10,496 $ 10,213 $ 12,966 $ 15,746 $ 17,241 $ 36,803
Interest portion of rental
expense...................... 2,751 3,109 3,970 5,892 6,411 6,932 8,338
---------- ---------- ---------- ---------- ---------- ------------- -------------
Total fixed charges......... $ 14,794 $ 13,605 $ 14,183 $ 18,858 $ 22,157 $ 24,173 $ 45,141
---------- ---------- ---------- ---------- ---------- ------------- -------------
---------- ---------- ---------- ---------- ---------- ------------- -------------
Ratio of earnings to fixed
charges................. 2.4 x 2.5 x 2.8 x 2.2 x 2.1 x 1.8 x 1.3 x

<CAPTION>
SIX MONTHS ENDED MARCH 31,
--------------------------------------------------------------------

PRO FORMA(3) PRO FORMA(4) HISTORICAL PRO FORMA(1) PRO FORMA(2) PRO FORMA(3)
------------- ------------- ----------------------- ------------- ------------- -------------
1995 1995 1995 1996 1995 1995 1995
<S> <C> <C> <C> <C> <C>
Income (loss) before minority
interests, income taxes,
cumulative effect of accounting
change and extraordinary
loss........................... $ 11,868 $ 12,832 $ 11,832 ($ 11,219) $ 13,926 $ 9,136 $ 6,560
Interest expense -- debt
borrowings and capitalized
leases......................... 38,953 37,989 7,652 7,685 8,260 17,099 19,310
Interest portion of rental
expense........................ 8,338 8,338 3,181 3,195 3,389 4,102 4,102
------------- ------------- ---------- ----------- ------------- ------------- -------------
Earnings (loss)............. $ 59,159 $ 59,159 $ 22,665 ($339) $ 25,575 $ 30,337 $ 29,972
------------- ------------- ---------- ----------- ------------- ------------- -------------
------------- ------------- ---------- ----------- ------------- ------------- -------------
Fixed charges:
Interest...................... $ 38,953 $ 37,989 $ 7,652 $ 7,685 $ 8,260 $ 17,099 $ 19,310
Interest portion of rental
expense...................... 8,338 8,338 3,181 3,195 3,389 4,102 4,102
------------- ------------- ---------- ----------- ------------- ------------- -------------
Total fixed charges......... $ 47,291 $ 46,327 $ 10,833 $ 10,880 $ 11,649 $ 21,201 $ 23,412
------------- ------------- ---------- ----------- ------------- ------------- -------------
------------- ------------- ---------- ----------- ------------- ------------- -------------
Ratio of earnings to fixed
charges................. 1.3 x 1.3 x 2.1 x -- 2.2x 1.4 x 1.3 x

PRO FORMA(4) PRO FORMA(1) PRO FORMA(2) PRO FORMA(3) PRO FORMA(4)
------------- ------------- ------------- ------------- -------------
1995 1996 1996 1996 1996
Income (loss) before minority
interests, income taxes,
cumulative effect of accounting
change and extraordinary
loss........................... $ 6,560 $( 8,625) $( 9,375) $( 11,342) $( 9,698)
Interest expense -- debt
borrowings and capitalized
leases......................... 19,310 8,863 19,686 21,288 19,644
Interest portion of rental
expense........................ 4,102 3,452 4,162 4,162 4,162
------------- ------------- ------------- ------------- -------------
Earnings (loss)............. $ 29,972 $ 3,690 $ 14,473 $ 14,108 $ 14,108
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Fixed charges:
Interest...................... $ 19,310 $ 8,863 $ 19,686 $ 21,288 $ 19,644
Interest portion of rental
expense...................... 4,102 3,452 4,162 4,162 4,162
------------- ------------- ------------- ------------- -------------
Total fixed charges......... $ 23,412 $ 12,315 $ 23,848 $ 25,450 $ 23,806
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Ratio of earnings to fixed
charges................. 1.3 x -- -- -- --
</TABLE>

(1) Adjusted to give pro forma effect to Paracelsus' acquisition of the Columbia
Hospitals.

(2) Adjusted to give pro forma effect to the Merger.

(3) Adjusted to give pro forma effect to the Merger and the Notes Offering.

(4) Adjusted to give pro forma effect to the Merger and the Offerings.

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of (i) our report dated December 14, 1995, with respect to the
consolidated financial statements of Paracelsus Healthcare Corporation as of
September 30, 1994 and 1995 and for each of the three years in the period ended
September 30, 1995, (ii) our report dated December 14, 1995 with respect to the
financial statement schedule of Paracelsus Healthcare Corporation for the years
ended December 31, 1993, 1994 and 1995, and (iii) our report dated May 17, 1996,
with respect to the combined financial statements of Davis Hospital and Medical
Center, Pioneer Valley Hospital and Santa Rosa Medical Center as of December 31,
1994 and 1995 in the registration statement (Form S-1 No. 333-06713) and related
Prospectus of Paracelsus Healthcare Corporation for the registration of
$275,000,000 Senior Subordinated Notes due 2006.

ERNST & YOUNG LLP

Los Angeles, California
August 9, 1996

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 (No.
333-06713) and related Prospectus of Paracelsus Healthcare Corporation of (i)
our report dated February 27, 1996, with respect to the consolidated financial
statements of Champion Healthcare Corporation as of December 31, 1994 and 1995
and for each of the three years in the period ended December 31, 1995, (ii) our
report dated February 16, 1996, with respect to the financial statements of
Dakota Heartland Health System as of December 31, 1994 and 1995 and for the year
ended December 31, 1995, (iii) our report dated December 28, 1995, with respect
to the financial statements of Jordan Valley Hospital as of September 30, 1995
and for the period from January 1, 1995 through September 30, 1995, (iv) our
report dated June 11, 1995, with respect to the financial statements of Salt
Lake Regional Medical Center as of May 31, 1994 and April 13, 1995 and for each
of the two years in the period ended May 31, 1994 and the period from June 1,
1994 through April 13, 1995. We also consent to the reference of our firm under
the caption "Experts."

COOPERS & LYBRAND L.L.P.

Houston, Texas
August 9, 1996

<PAGE>

FORM T - 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _________

------------------------

AMSOUTH BANK OF ALABAMA
(Exact name of trustee as specified in its charter)

ALABAMA 63-0073530
(State of incorporation if (I.R.S. Employer
not a U.S. national bank) Identification Number)

1900 FIFTH AVENUE NORTH 35203
BIRMINGHAM, ALABAMA (Zip Code)
(Address of principal executive offices)

STEPHEN A. YODER
AMSOUTH BANK OF ALABAMA
LAW DEPARTMENT
P.O. BOX 11007
BIRMINGHAM, ALABAMA 35288
(205) 326-5319
(name, address and telephone number of agent for service)

------------------------

PARACELSUS HEALTHCARE CORPORATION
(Exact name of obligor as specified in its charter)

CALIFORNIA 95-3565943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CALIFORNIA 91101
(Address of principal executive offices) (Zip code)

------------------------

SENIOR SUBORDINATED NOTES DUE 2006
(Title of the indenture securities)

<PAGE>

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE -

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

State of Alabama, Superintendent of Banks, Montgomery, Alabama 36130
Federal Reserve Bank, Atlanta Georgia 30303
Federal Deposit Insurance Corporation, Washington, D.C. 20429

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Not applicable.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not applicable.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.

Not applicable.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.

Not applicable.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Not applicable

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not applicable.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN

<PAGE>

AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not applicable.

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OF MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not applicable.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not applicable.

ITEM 13. DEFAULTS BY THE OBLIGOR.

Not applicable.

(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO
THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.

There is not and has not been any such default.

(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN
ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE
FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE
INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH
INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND
EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

Not applicable.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

Not applicable.

ITEM 15. FOREIGN TRUSTEE.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

THE ADDITIONAL EXHIBITS LISTED BELOW ARE FILED HEREWITH: EXHIBITS, IF
ANY, IDENTIFIED IN PARENTHESES ARE ON FILE WITH THE COMMISSION AND
ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND
RULE 24 OF THE COMMISSION'S RULES OF PRACTICE.

1. A copy of the articles of incorporation of the trustee as now in
effect. (Exhibit 1 to Form T-1, Registration No. 33-89756).

<PAGE>

2. A copy of the certificate of authority of the trustee to commence
business and to exercise trust powers. (Exhibit 2 to Form T-1,
Registration No. 33-89756).

3. Contained in Exhibit 2 to Form T-1, Registration
No. 33-89756.

4. A copy of the existing bylaws of the trustee (Exhibit 3 to Form T-1,
Registration No. 33-89756).

5. Not applicable.

6. The consent of the trustee required by Section 321 (b) of the Trust
Indenture Act of 1939, as amended.

7. A copy of the latest report of condition of the trustee as of the
close of business on June 30, 1996, published pursuant to the
requirements of its supervising or examining authority

8. Not applicable.

9. Not applicable.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, AmSouth Bank of Alabama, a corporation organized and
existing under the laws of the State of Alabama, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Birmingham, State of Alabama on the 12th day of
August, 1996.

AMSOUTH BANK OF ALABAMA

BY /s/ David E. White
---------------------------------
David E. White
SENIOR VICE PRESIDENT
AND CORPORATE TRUST OFFICER

<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Senior
Subordinated Notes by Paracelsus Healthcare Corporation, we hereby consent that
reports of examinations by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

Dated August 12, 1996.

AMSOUTH BANK OF ALABAMA

BY /s/ David E. White
--------------------------------
David E. White
SENIOR VICE PRESIDENT
AND CORPORATE TRUST OFFICER

<PAGE>

<TABLE>
<CAPTION>
AMSOUTH BANK OF ALABAMA Call Date: 06/30/96 State #: 01-0320 FFIEC 031
P O BOX 11007 Vendor ID: D Cert #: 02782 Page RC-1
BIRMINGHAM: AL 35388 Transit #: 62000019
Transmitted to EDS as 0008853 on 07/31/96 at 00:04:37 CST 11

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.

SCHEDULE RC - BALANCE SHEET
C400
Dollar Amount in Thousands
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1) 0081 413,854 1.a
------------------------------------ ---------
b. Interest-bearing balances (2) 0071 0 1.b
------------------------------------------------------------- ---------
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 1,166,705 2.a
-------------------------------- ---------
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 1,101,083 2.b
------------------------------ ---------
3. Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold 0275 187,675 3.a
------------------------------------------------------------------------ ---------
b. Securities purchased under agreements to resell 0277 17,800 3.b
------------------------------------------- ---------
4. Loans and lease financing receivables: RCFD
a. Loans and leases, net of unearned income (from Schedule RC-C) 2122 6,566,142 4.a
----- ---------
b. LESS: Allowance for loan and lease losses 3123 90,201 4.b
------------------------- ---------
c. LESS: Allocated transfer risk reserve 3128 0 4.c
------------------------------ ---------
d. Loans and leases, net of unearned income, RCFD
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 6,475,941 4.d
--------------------------------------- ---------
5. Trading assets (from Schedule RC-D) 3545 3,600 5.
---------------------------------------------------------- ---------
6. Premises and fixed assets (including capitalized leases) 2145 170,658 6.
------------------------------------- ---------
7. Other real estate owned (from Schedule RC-M) 2150 11,435 7.
------------------------------------------------- ---------
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 13,184 8.
----- ---------
9. Customers' liability to this bank on acceptances outstanding 2155 3,346 9.
--------------------------------- ---------
10. Intangible assets (from Schedule RC-M) 2143 18,706 10.
------------------------------------------------------- ---------
11. Other assets (from Schedule RC-F) 2160 123,024 11.
------------------------------------------------------------ ---------
12. Total assets (sum of items 1 through 11) 2170 9,707,026 12.
----------------------------------------------------- ---------
</TABLE>
(1)Includes cash items in process of collection and unposted debits.
(2)Includes time certificates of deposit not held for trading.

<PAGE>

<TABLE>
<CAPTION> C400
AMSOUTH BANK OF ALABAMA Call Date: 06/30/96 State #: 01-0320 FFIEC 031
P O BOX 11007 Vendor ID: D Cert #: 02782 Page RC-2
BIRMINGHAM: AL 35388 Transit #: 62000019
Transmitted to EDS as 0008853 on 07/31/96 at 00:04:37 CST 12

SCHEDULE RC - CONTINUED
Dollar Amount in Thousands
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E. RCON
part I) 2200 5,752,864 13.a
----------------------------------------------------------------------------------- ----------
RCON
(1) Noninterest-bearing (1) 6631 1,283,163 13.a. 1
---------------------------------------- ---------
(2) Interest-bearing 5636 5,469,701 13.a.2
----------------------------------------------- ---------
b. In foreign offices, Edge and Agreement subsidaries, and IBFs (from Schedule RC-E. RCFN
part II) 2200 10,813 13.b
---------------------------------------------------------------------------------- ----------
RCFN
(1)Noninterest-bearing 5631 0 13.b 1
------------------------------------------------ ---------
(2)Interest-bearing 5636 10,813 13.b2
--------------------------------------------------- ---------
14. Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of Edge and Agreement subsidiaries, and in IBFs: RCFD
a. Federal funds purchased 0278 1,050,111 14.a
------------------------------------------------------------------- ----------
b. Securities sold under agreements to repurchase 0279 524,645 14.b
-------------------------------------------- ----------
RCON
15. a. Demand notes issued to the U.S. Treasury 2840 310,196 15.a
-------------------------------------------------- ----------
RCFD
b. Trading liabilities (from Schedule RC-D) 3548 13 15.b
-------------------------------------------------- ----------
16. Other borrowed money:
a. With a remaining maturity of one year or less 2332 6,576 16.a
--------------------------------------------- ----------
b. With a remaining maturity of more than one year 2333 104,102 16.b
------------------------------------------- ----------
17. Mortgage indebtedness and obligations under capitalized leases 2910 0 17.
------------------------------- ----------
18. Bank's liability on acceptances executed and outstanding 2920 3,305 18.
------------------------------------- ----------
19. Subordinated notes and debentures 3200 0 19.
------------------------------------------------------------ ----------
20. Other liabilities (from Schedule RC-G) 2930 112,864 20.
------------------------------------------------------- ----------
21. Total liabilities (sum of items 13 through 20) 2948 8,875,489 21.
----------------------------------------------- ----------

22. Limited-life preferred stock and related surplus 3282 0 22.
--------------------------------------------- ----------
EQUITY CAPITAL RCFD
23. Perpetual preferred stock and related surplus 3838 0 23.
------------------------------------------------ ----------
24. Common stock 3230 16,050 24.
--------------------------------------------------------------------------------- ----------
25. Surplus (exclude all surplus related to preferred stock) 3839 272,044 25.
------------------------------------- ----------
26. a. Undivided profits and capital reserves 3632 539,879 26.a
---------------------------------------------------- ----------
b. Net unrealized holding gains (losses) on available-for-sale securities 3434 3,554 26.b
-------------------- ----------
27. Cumulative foreign currency translation adjustments 3264 0 27.
------------------------------------------ ----------
28. Total equity capital (sum of items 23 through 27) 3210 831,537 28.
-------------------------------------------- ----------
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21,22, and 23) 3300 9,707,0206 29.
----------------------------------------------------------------- ----------

MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external RCFD
auditors as of any date during 1995 6724 N/A M.1
----------------------------------------------------------
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.