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                                                                    EXHIBIT 10.5


                               PLEDGE AGREEMENT



                               TABLE OF CONTENTS

<TABLE>
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     1.    SECURITY FOR OBLIGATIONS...................................     2

     2.    DEFINITIONS; ANNEXES.......................................     3

     3.    PLEDGE OF SECURITY INTEREST, ETC. .........................     7

           3.1  Pledge................................................     7
           3.2  Procedures............................................    10
           3.3  Subsequently Acquired Collateral......................    12
           3.4  Transfer Taxes........................................    12
           3.5  Definition of Pledged Notes...........................    12
           3.6  Certain Representations and Warranties Regarding
                  the Collateral......................................    12

     4.    APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS; ETC. .............    13

     5.    VOTING, ETC., WHILE NO EVENT OF DEFAULT....................    13

     6.    DIVIDENDS AND OTHER DISTRIBUTIONS..........................    13

     7.    REMEDIES IN CASE OF AN EVENT OF DEFAULT....................    14

     8.    REMEDIES, ETC., CUMULATIVE.................................    15

     9.    APPLICATION OF PROCEEDS....................................    16

     10.   PURCHASERS OF COLLATERAL...................................    16

     11.   INDEMNITY..................................................    16

     12.   FURTHER ASSURANCES; POWER OF ATTORNEY......................    17

     13.   THE PLEDGEE AS COLLATERAL AGENT............................    17

     14.   TRANSFER BY THE PLEDGORS...................................    17

     15.   REPRESENTATIONS, WARRANTIES AND COVENANTS
           OF THE PLEDGORS............................................    17

     16.   CHIEF EXECUTIVE OFFICE; RECORDS............................    19

     17.   PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. ......................    20

     18.   SALE OF COLLATERAL WITHOUT REGISTRATION....................    21

     19.   TERMINATION; RELEASE.......................................    21

     20.   NOTICES, ETC. .............................................    22

     21.   THE PLEDGEE................................................    23

     22.   WAIVER; AMENDMENT..........................................    23

     23.   MISCELLANEOUS..............................................    24

     24.   WAIVER OF JURY TRIAL.......................................    24

     25.   ADDITIONAL PLEDGORS........................................    24

     26.   RECOURSE...................................................    24

     27.   LIMITED OBLIGATIONS........................................    24

     28.   PLEDGEE NOT A PARTNER OR LIMITED LIABILITY
           COMPANY MEMBER.............................................    25

     29.   EFFECTIVENESS..............................................    25
</TABLE>


<PAGE>   2
                  PLEDGE AGREEMENT, dated as of October 15, 1999 (as amended,
restated, modified and/or supplemented from time to time, this "Agreement"),
among each of the undersigned (each, a "Pledgor" and, together with each other
entity which becomes a party hereto pursuant to Section 25, collectively, the
"Pledgors") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, not in its individual
capacity but solely as Collateral Agent (the "Pledgee"), for the benefit of the
Secured Creditors (as defined below). Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.


                              W I T N E S S E T H :


                  WHEREAS, IASIS Healthcare Corporation, a Delaware corporation
(the "Borrower"), various financial institutions from time to time party thereto
(the "Lenders"), J.P. Morgan Securities Inc. and The Bank of Nova Scotia, as
Co-Lead Arrangers (in such capacity, each a "Co-Lead Arranger" and collectively,
the "Co-Lead Arrangers") and Co-Book Runners (in such capacity, each a "Co-Book
Runner" and collectively, the "Co-Book Runners"), Paribas, as Documentation
Agent (in such capacity, the "Documentation Agent"), The Bank of Nova Scotia, as
Syndication Agent (in such capacity, the "Syndication Agent"), and Morgan
Guaranty Trust Company of New York, as Administrative Agent (in such capacity,
the "Administrative Agent", and together with the Lenders, the Co-Lead
Arrangers, the Syndication Agent, each Issuing Bank, the Pledgee and the
Collateral Agent, the "Lender Creditors") have entered into the Credit
Agreement, providing for the extension of credit to the Borrower as contemplated
therein;

                  WHEREAS, the Borrower may from time to time enter into one or
more (i) interest rate protection agreements (including, without limitation,
interest rate swaps, caps, floors, collars and similar agreements), (ii) foreign
exchange contracts, currency swap agreements, commodity agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values and/or (iii) other types of hedging agreements from time to
time (each such agreement or arrangement with an Other Creditor (as hereinafter
defined), an "Interest Rate Protection Agreement or Other Hedging Agreement"),
with Morgan Guaranty Trust Company of New York in its individual capacity
("Morgan Guaranty"), any Lender or a syndicate of financial institutions
organized by Morgan Guaranty or any such Lender, or an affiliate of Morgan
Guaranty or any such Lender (Morgan Guaranty, any such Lender or Lenders or
affiliate or affiliates of Morgan Guaranty or such Lender or Lenders (even if
Morgan Guaranty or any such Lender ceases to be a Lender under the Credit
Agreement for any reason) and any such institution that participates in such
Interest Rate Protection Agreements or Other Hedging Agreements, and in each
case their subsequent successors and assigns, collectively, the "Other
Creditors", and together with the Lender Creditors, the "Secured Creditors");

                  WHEREAS, pursuant to a Subsidiaries Guaranty, dated as of
October 15, 1999 (as amended, restated, modified and/or supplemented from time
to time, the "Subsidiaries Guaranty"), each Pledgor (other than the Borrower)
has jointly and severally guaranteed to the Secured Creditors the payment when
due of all obligations and liabilities of the Borrower under or with respect to
the Credit Documents and each Interest Rate Protection Agreement and Other
Hedging Agreement;

                  WHEREAS, it is a condition precedent to the making of Loans to
the Borrower and the issuance of, and participation in, Letters of Credit for
the account of the Borrower under the Credit Agreement and to the Other
Creditors entering into Interest Rate Protection Agreements and Other Hedging
Agreements that each Pledgor shall have executed and delivered to the Pledgee
this Agreement; and

                  WHEREAS, each Pledgor will obtain benefits from the incurrence
of Loans by the Borrower and the issuance of Letters of Credit for the account
of the Borrower under the Credit Agreement and the Borrower's entering into
Interest Rate Protection Agreements or Other Hedging Agreements and,
accordingly, desires to execute this Agreement in order to satisfy the
conditions precedent described in the preceding paragraph and to induce the
Lenders to make Loans to the Borrower and to issue, and participate in, Letters
of Credit for the account of the Borrower, and to induce the Other Creditors to
enter into Interest Rate Protection Agreements and Other Hedging Agreements with
the Borrower;

                  NOW, THEREFORE, in consideration of the benefits accruing to
each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:

                  1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure:

                  (i) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation,
         indemnities, Fees and interest thereon) of such Pledgor owing to the
         Lender Creditors, whether now existing or hereafter incurred under,
         arising out of, or in connection with the Credit Agreement and the
         other Credit Documents to which such Pledgor is a party (including, in
         the case of a Pledgor other than the Borrower, all such obligations,
         liabilities and indebtedness under the Subsidiaries Guaranty) and the
         due performance and compliance by such Pledgor with all of the terms,
         conditions and agreements contained in the Credit Agreement and such
         other Credit Documents (all such obligations, liabilities and
         indebtedness under this clause (i), except to the extent guaranteeing
         obligations of the Borrower under Interest Rate Protection Agreements
         or
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         Other Hedging Agreements, being herein collectively called the "Credit
         Document Obligations");

                  (ii) the full and prompt payment when due (whether at stated
         maturity, by acceleration or otherwise) of all obligations, liabilities
         and indebtedness (including, without limitation, indemnities, fees and
         interest thereon) of such Pledgor owing to the Other Creditors, now
         existing or hereafter incurred under, arising out of or in connection
         with any Interest Rate Protection Agreement or Other Hedging Agreement,
         whether such Interest Rate Protection Agreement or Other Hedging
         Agreement is now in existence or hereinafter arising, and the due
         performance and compliance with the terms, conditions and agreements of
         each such Interest Rate Protection Agreement and Other Hedging
         Agreement by such Pledgor, including, in the case of Pledgors other
         than the Borrower, all obligations, liabilities and indebtedness under
         the Subsidiaries Guaranty, in each case, in respect of the Interest
         Rate Protection Agreements and Other Hedging Agreements, and the due
         performance and compliance by such Pledgor with all of the terms,
         conditions and agreements contained in each such Interest Rate
         Protection Agreement and Other Hedging Agreement (all such obligations,
         liabilities and indebtedness under this clause (ii) being herein
         collectively called the "Other Obligations");

                  (iii) any and all sums advanced by the Pledgee in order to
         preserve the Collateral (as hereinafter defined) and/or preserve its
         security interest therein;

                  (iv) in the event of any proceeding for the collection of the
         Obligations (as defined below) or the enforcement of this Agreement,
         after an Event of Default (such term, as used in this Agreement, shall
         mean and include any Event of Default under, and as defined in, the
         Credit Agreement and any payment default under any Interest Rate
         Protection Agreement or Other Hedging Agreement and shall in any event
         include, without limitation, any payment default (after the expiration
         of any applicable grace period) on any of the Obligations (as defined
         below)) shall have occurred and be continuing, the reasonable expenses
         of retaking, holding, preparing for sale or lease, selling or otherwise
         disposing of or realizing on the Collateral, or of any exercise by the
         Pledgee of its rights hereunder, together with reasonable attorneys'
         fees and court costs; and

                  (v) all amounts paid by any Indemnitee to which such
         Indemnitee has the right to reimbursement under Section 11 of this
         Agreement.

all such obligations, liabilities, indebtedness, sums and expenses set forth in
clauses (i) through (v) of this Section 1 being collectively called the
"Obligations", it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.
<PAGE>   4
                  2. DEFINITIONS; ANNEXES. (a) Unless otherwise defined herein,
all capitalized terms used herein and defined in the Credit Agreement shall be
used herein as therein defined. Reference to singular terms shall include the
plural and vice versa.

                  (b) The following capitalized terms used herein shall have the
definitions specified below:

                  "Administrative Agent" shall have the meaning given such term
in the recitals hereto.

                  "Adverse Claim" shall have the meaning given such term in
Section 8-102(a)(1) of the UCC.

                  "Agreement" shall have the meaning set forth in the first
paragraph hereof.

                  "Borrower" shall mean IASIS Healthcare Corporation, a Delaware
corporation.

                  "Certificated Security" shall have the meaning given such term
in Section 8-102(a)(4) of the UCC.

                  "Clearing Corporation" shall have the meaning given such term
in Section 8-102(a)(5) of the UCC.

                  "Co-Book Runner" shall have the meaning set forth in the
recitals hereto.

                  "Co-Lead Arranger" shall have the meaning set forth in the
recitals hereto.

                  "Collateral" shall have the meaning set forth in Section 3.1
hereof.

                  "Collateral Accounts" shall mean any and all accounts
established and maintained by the Pledgee in the name of any Pledgor to which
Collateral may be credited.

                  "Credit Agreement" shall mean the Credit Agreement, dated as
of October 15, 1999, among the Borrower, the Lenders, the Co-Lead Arrangers, the
Documentation Agent, the Syndication Agent and the Administrative Agent,
providing for the making of Loans to the Borrower and the issuance of, and
participation in, Letters of Credit for the account of the Borrower as
contemplated therein, as the same may be amended, restated, modified, extended,
renewed, replaced, supplemented, restructured and/or refinanced from time to
time, and including any agreement extending the maturity of, refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder that are Subsidiaries of the Borrower and whose obligations
are guaranteed by the Borrower and/or the Subsidiary Guarantors thereunder or
any increase in the amount borrowed) all, or any portion of, the Indebtedness
under such agreement or any successor agreements; provided that, with respect to
any agreement providing for the refinancing of Indebtedness under the Credit
Agreement, such agreement shall only be treated as, or as part of, the Credit
Agreement hereunder if (i) either (A) all obligations under the Credit Agreement
being refinanced shall be paid in full at the time of
<PAGE>   5
such refinancing, and all commitments under the refinanced Credit Agreement
shall have terminated in accordance with their terms or (B) the Required Lenders
shall have consented in writing to the refinancing Indebtedness being treated,
along with their Indebtedness, as Indebtedness pursuant to the Credit Agreement,
(ii) the refinancing Indebtedness shall be permitted to be incurred under the
Credit Agreement being refinanced (if such Credit Agreement is to remain
outstanding) and (iii) a notice to the effect that the refinancing Indebtedness
shall be treated as issued under the Credit Agreement shall be delivered by the
Borrower to the Pledgee).

                  "Credit Document Obligations" shall have the meaning set forth
in Section 1 hereof.

                  "Documentation Agent" shall have the meaning set forth in the
recitals hereto.

                  "Domestic Corporation" shall have the meaning set forth in the
definition of "Stock."

                  "Event of Default" shall have the meaning set forth in Section
1 hereof.

                  "Financial Asset" shall have the meaning given such term in
Section 8-102(a)(9) of the UCC.

                  "Foreign Corporation" shall have the meaning set forth in the
definition of "Stock."

                  "Indemnitees" shall have the meaning set forth in Section 11
hereof.

                  "Instrument" shall have the meaning given such term in Section
9-105(1)(i) of the UCC.

                  "Interest Rate Protection or Other Hedging Agreement" shall
have the meaning given such term in the recitals hereto.

                  "Investment Property" shall have the meaning given such term
in Section 9-115(f) of the UCC.

                  "Lender Creditors" shall have the meaning given such term in
the recitals hereto.

                  "Lenders" shall have the meaning given such term in the
recitals hereto.

                  "Limited Liability Company Assets" shall mean all assets,
whether tangible or intangible and whether real, personal or mixed (including,
without limitation, all limited liability company capital and interest in other
limited liability companies), at any time owned or represented by any Limited
Liability Company Interest.
<PAGE>   6
                  "Limited Liability Company Interests" shall mean the entire
limited liability company membership interest at any time owned by any Pledgor
in any limited liability company.

                  "Non-Voting Stock" shall mean all capital stock which is not
Voting Stock.

                  "Notes" shall mean (x) all intercompany notes at any time
issued to each Pledgor and (y) all other promissory notes from time to time
issued to, or held by, each Pledgor.

                  "Obligations" shall have the meaning set forth in Section 1
hereof.

                  "Other Creditors" shall have the meaning set forth in the
recitals hereto.

                  "Other Obligations" shall have the meaning set forth in
Section 1 hereof.

                  "Partnership Assets" shall mean all assets, whether tangible
or intangible and whether real, personal or mixed (including, without
limitation, all partnership capital and interest in other partnerships), at any
time owned or represented by any Partnership Interest.

                  "Partnership Interest" shall mean the entire general
partnership interest or limited partnership interest at any time owned by any
Pledgor in any general partnership or limited partnership.

                  "Pledged Notes" shall have the meaning set forth in Section
3.5 hereof.

                  "Pledgee" shall have the meaning set forth in the first
paragraph hereof.

                  "Pledgor" shall have the meaning set forth in the first
paragraph hereof.

                  "Proceeds" shall have the meaning given such term in Section
9-306(l) of the UCC.

                  "Required Lenders" shall have the meaning given such term in
the Credit Agreement.

                  "Secured Creditors" shall have the meaning set forth in the
recitals hereto.

                  "Secured Debt Agreements" shall have the meaning set forth in
Section 5 hereof.

                  "Securities Account" shall have the meaning given such term in
Section 8-501(a) of the UCC.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, as in effect from time to time.
<PAGE>   7
                  "Security" and "Securities" shall have the meaning given such
term in Section 8-102(a)(15) of the UCC and shall in any event include all Stock
and Notes (to the extent same constitute "Securities" under Section
8-102(a)(15)).

                  "Security Entitlement" shall have the meaning given such term
in Section 8-102(a)(17) of the UCC.

                  "Stock" shall mean (x) with respect to corporations
incorporated under the laws of the United States or any State or territory
thereof (each, a "Domestic Corporation"), all of the issued and outstanding
shares of capital stock of any corporation at any time owned by any Pledgor of
any Domestic Corporation and (y) with respect to corporations not Domestic
Corporations (each a "Foreign Corporation"), all of the issued and outstanding
shares of capital stock at any time owned by any Pledgor of any Foreign
Corporation.

                  "Syndication Agent" shall have the meaning given such term in
the recitals hereto.

                  "Termination Date" shall have the meaning set forth in Section
19 hereof.

                  "UCC" shall mean the Uniform Commercial Code as in effect in
the State of New York from time to time; provided that all references herein to
specific sections or subsections of the UCC are references to such sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

                  "Uncertificated Security" shall have the meaning given such
term in Section 8-102(a)(18) of the UCC.

                  "Voting Stock" shall mean all classes of capital stock of any
Foreign Corporation entitled to vote.

                  3. PLEDGE OF SECURITY INTEREST, ETC.

                  3.1 Pledge. To secure the Obligations now or hereafter owed or
to be performed by such Pledgor, each Pledgor does hereby grant, pledge and
assign to the Pledgee for the benefit of the Secured Creditors, and does hereby
create a continuing security interest (subject to those Liens permitted to exist
with respect to the Collateral pursuant to the terms of all Secured Debt
Agreements then in effect) in favor of the Pledgee for the benefit of the
Secured Creditors in, all of the right, title and interest in and to the
following, whether now existing or hereafter from time to time acquired
(collectively, the "Collateral"):

                  (a) each of the Collateral Accounts (to the extent a security
         interest therein is not created pursuant to the Security Agreement),
         including any and all assets of whatever type or kind deposited by such
         Pledgor in such Collateral Account, whether now owned or hereafter
         acquired, existing or arising, including, without limitation, all
         Financial Assets, Investment Property, moneys, checks, drafts,
         Instruments, Securities or interests
<PAGE>   8
         therein of any type or nature deposited or required by the Credit
         Agreement or any other Secured Debt Agreement to be deposited in such
         Collateral Account, and all investments and all certificates and other
         Instruments (including depository receipts, if any) from time to time
         representing or evidencing the same, and all dividends, interest,
         distributions, cash and other property from time to time received,
         receivable or otherwise distributed in respect of or in exchange for
         any or all of the foregoing;

                  (b) all Securities of such Pledgor from time to time;

                  (c) all Limited Liability Company Interests of such Pledgor
         from time to time, excluding those in a limited liability company that
         is not a Subsidiary of the Borrower to the extent (and only to the
         extent) such Limited Liability Company Interests may not be pledged
         hereunder without violating the terms of the operating agreement or
         other organizational documents of such limited liability company, and
         all of its right, title and interest in each limited liability company
         to which each such interest relates, whether now existing or hereafter
         acquired, including, without limitation:

                           (A) all its capital therein and its interest in all
                  profits, losses, Limited Liability Company Assets and other
                  distributions to which such Pledgor shall at any time be
                  entitled in respect of such Limited Liability Company
                  Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Limited Liability Company Interests,
                  whether under any limited liability company agreement or
                  otherwise, whether as contractual obligations, damages,
                  insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any limited liability company agreement or
                  operating agreement, or at law or otherwise in respect of such
                  Limited Liability Company Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such limited liability company for moneys
                  loaned or advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any limited
                  liability company agreement or operating agreement or at law
                  to exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such Limited
                  Liability Company Interests, including any power to terminate,
                  cancel or modify any limited liability company agreement or
                  operating agreement, to execute any instruments and to take
                  any and all other action on behalf of and in the name of any
                  of such Pledgor in respect of such Limited Liability Company
                  Interests and any such limited liability company, to make
                  determinations, to exercise any election (including, but not
                  limited to, election of remedies) or option or to give or
                  receive any notice, consent, amendment, waiver or approval,
                  together
<PAGE>   9
                  with full power and authority to demand, receive, enforce,
                  collect or receipt for any of the foregoing or for any Limited
                  Liability Company Asset, to enforce or execute any checks, or
                  other instruments or orders, to file any claims and to take
                  any action in connection with any of the foregoing (with all
                  of the foregoing rights only to be exercisable upon the
                  occurrence and during the continuation of an Event of
                  Default); and

                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing such
                  other property and all cash, securities, interest, dividends,
                  rights and other property at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                  (d) all Partnership Interests of such Pledgor from time to
         time, excluding those in a partnership that is not a Subsidiary of the
         Borrower to the extent (and only to the extent) such Partnership
         Interests (or any of the following items (A) through (F)) may not be
         pledged hereunder without violating the terms of the partnership
         agreement or other organizational documents of such partnership, and
         all of its right, title and interest in each partnership to which each
         such interest relates, whether now existing or hereafter acquired,
         including, without limitation:

                           (A) all its capital therein and its interest in all
                  profits, losses, Partnership Assets and other distributions to
                  which such Pledgor shall at any time be entitled in respect of
                  such Partnership Interests;

                           (B) all other payments due or to become due to such
                  Pledgor in respect of Partnership Interests, whether under any
                  partnership agreement or otherwise, whether as contractual
                  obligations, damages, insurance proceeds or otherwise;

                           (C) all of its claims, rights, powers, privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any partnership agreement or operating agreement,
                  or at law or otherwise in respect of such Partnership
                  Interests;

                           (D) all present and future claims, if any, of such
                  Pledgor against any such partnership for moneys loaned or
                  advanced, for services rendered or otherwise;

                           (E) all of such Pledgor's rights under any
                  partnership agreement or operating agreement or at law to
                  exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor relating to such
                  Partnership Interests, including any power to terminate,
                  cancel or modify any partnership agreement or operating
                  agreement, to execute any instruments and to take any and all
                  other action on behalf of and in the name of any of such
                  Pledgor in respect of such Partnership Interests and any such
                  partnership, to make determinations, to
<PAGE>   10
                  exercise any election (including, but not limited to, election
                  of remedies) or option or to give or receive any notice,
                  consent, amendment, waiver or approval, together with full
                  power and authority to demand, receive, enforce, collect or
                  receipt for any of the foregoing or for any Partnership Asset,
                  to enforce or execute any checks, or other instruments or
                  orders, to file any claims and to take any action in
                  connection with any of the foregoing (with all of the
                  foregoing rights only to be exercisable upon the occurrence
                  and during the continuation of an Event of Default); and

                           (F) all other property hereafter delivered in
                  substitution for or in addition to any of the foregoing, all
                  certificates and instruments representing or evidencing such
                  other property and all cash, securities, interest, dividends,
                  rights and other property at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                  (e) all Security Entitlements of such Pledgor from time to
         time in any and all of the foregoing;

                  (f) all Financial Assets and Investment Property of such
         Pledgor from time to time; and

                  (g) all Proceeds of any and all of the foregoing;

provided that (x) except to the extent provided by Section 8.13 of the Credit
Agreement, no Pledgor shall be required at any time to pledge hereunder more
than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor
shall be required to pledge hereunder 100% of any Non-Voting Stock at any time
and from time to time acquired by such Pledgor of any Foreign Corporation.

                  3.2 Procedures. (a) To the extent that any Pledgor at any time
or from time to time owns, acquires or obtains any right, title or interest in
any Collateral, such Collateral shall automatically (and without the taking of
any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this
Agreement and, in addition thereto, such Pledgor shall (to the extent provided
below) take the following actions as set forth below (as promptly as practicable
and, in any event, within 10 days after it obtains such Collateral) for the
benefit of the Pledgee and the Secured Creditors:

                  (i) with respect to a Certificated Security (other than a
         Certificated Security credited on the books of a Clearing Corporation),
         the respective Pledgor shall physically deliver such Certificated
         Security to the Pledgee, endorsed to the Pledgee or endorsed in blank;

                  (ii) with respect to an Uncertificated Security (other than an
         Uncertificated Security credited on the books of a Clearing
         Corporation), the respective Pledgor shall cause the issuer of such
         Uncertificated Security to duly authorize and execute, and deliver
<PAGE>   11
         to the Pledgee, an agreement for the benefit of the Pledgee and the
         other Secured Creditors substantially in the form of Annex G hereto
         (appropriately completed to the satisfaction of the Pledgee and with
         such modifications, if any, as shall be satisfactory to the Pledgee)
         pursuant to which such issuer agrees to comply with any and all
         instructions originated by the Pledgee without further consent by the
         registered owner and not to comply with instructions regarding such
         Uncertificated Security (and any Partnership Interests and Limited
         Liability Company Interests issued by such issuer) originated by any
         other Person other than a court of competent jurisdiction; it being
         understood that the Pledgee will not so originate any instructions to
         any such issuer unless an Event of Default has occurred and is
         continuing;

                  (iii) with respect to a Certificated Security, Uncertificated
         Security, Partnership Interest or Limited Liability Company Interest
         credited on the books of a Clearing Corporation (including a Federal
         Reserve Bank, Participants Trust Company or The Depository Trust
         Company), the respective Pledgor shall promptly notify the Pledgee
         thereof and shall promptly take all actions (x) required (i) to comply
         with the applicable rules of such Clearing Corporation and (ii) to
         perfect the security interest of the Pledgee under applicable law
         (including, in any event, under Sections 9-115 (4)(a) and (b), 9-115
         (1)(e) and 8-106(d) of the UCC) and (y) as the Pledgee deems necessary
         or desirable to effect the foregoing;

                  (iv) with respect to a Partnership Interest or a Limited
         Liability Company Interest (other than a Partnership Interest or
         Limited Liability Interest credited on the books of a Clearing
         Corporation), (1) if such Partnership Interest or Limited Liability
         Company Interest is represented by a certificate, the procedure set
         forth in Section 3.2(a)(i), and (2) if such Partnership Interest or
         Limited Liability Company Interest is not represented by a certificate,
         the procedure set forth in Section 3.2(a)(ii);

                  (v) with respect to any Note, physical delivery of such Note
         to the Pledgee, endorsed to the Pledgee or endorsed in blank; and

                  (vi) after an Event of Default has occurred and is continuing,
         with respect to cash, to the extent not otherwise provided in the
         Security Agreement, at the request of the Collateral Agent, (i)
         establishment by the Pledgee of a cash account in the name of such
         Pledgor over which the Pledgee shall have exclusive and absolute
         control and dominion (and no withdrawals or transfers may be made
         therefrom by any Person except with the prior written consent of the
         Pledgee) and (ii) deposit of such cash in such cash account.

                  (b) In addition to the actions required to be taken pursuant
to proceeding Section 3.2(a), each Pledgor shall take the following additional
actions with respect to the Securities and Collateral (as defined below):

                  (i) with respect to all Collateral of such Pledgor whereby or
         with respect to which the Pledgee may obtain "control" thereof within
         the meaning of Section 8-106 of the UCC (or under any provision of the
         UCC as same may be amended or supplemented
<PAGE>   12
         from time to time, or under the laws of any relevant State other than
         the State of New York), the respective Pledgor shall take all actions
         as may be requested from time to time by the Pledgee so that "control"
         of such Collateral is obtained and at all times held by the Pledgee;
         and

                  (ii) each Pledgor shall from time to time cause appropriate
         financing statements (on Form UCC-1 or other appropriate form) under
         the Uniform Commercial Code as in effect in the various relevant
         States, on forms covering all Collateral hereunder (with the form of
         such financing statements to be satisfactory to the Pledgee), to be
         filed in the relevant filing offices so that at all times the Pledgee
         has a security interest in all Investment Property and other Collateral
         which is perfected by the filing of such financing statements (in each
         case to the maximum extent perfection by filing may be obtained under
         the laws of the relevant States, including, without limitation, Section
         9-115(4)(b) of the UCC).

                  3.3 Subsequently Acquired Collateral. If any Pledgor shall
acquire (by purchase, stock dividend or otherwise) any additional Collateral at
any time or from time to time after the date hereof, such Collateral shall
automatically (and without any further action being required to be taken) be
subject to the pledge and security interests created pursuant to Section 3.1
and, furthermore, such Pledgor will within 10 days thereafter take (or cause to
be taken) all action with respect to such Collateral (except to the extent such
Collateral consists of Cash Equivalents) in accordance with the procedures set
forth in Section 3.2, and will promptly thereafter deliver to the Pledgee (i) a
certificate executed by an Authorized Officer of such Pledgor describing such
Collateral and certifying that the same has been duly pledged in favor of the
Pledgee (for the benefit of the Secured Creditors) hereunder and (ii)
supplements to Annexes A through F hereto as are necessary to cause such annexes
to be complete and accurate at such time. Without limiting the foregoing, each
Pledgor shall be required to pledge hereunder any shares of stock at any time
and from time to time after the date hereof acquired by such Pledgor of any
Foreign Corporation, provided that (x) except to the extent provided by Section
8.13 of the Credit Agreement, no Pledgor shall be required at any time to pledge
hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y)
each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock
at any time and from time to time acquired by such Pledgor of any Foreign
Corporation.

                  3.4 Transfer Taxes. Each pledge of Collateral under Section
3.1 or Section 3.3 shall be accompanied by any transfer tax stamps required in
connection with the pledge of such Collateral.

                  3.5 Definition of Pledged Notes. All Notes at any time pledged
or required to be pledged hereunder are hereinafter called the "Pledged Notes".

                  3.6 Certain Representations and Warranties Regarding the
Collateral. Each Pledgor represents and warrants that on the date hereof (i)
each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in
Annex A hereto; (ii) the Stock held by such Pledgor
<PAGE>   13
consists of the number and type of shares of the stock of the corporations as
described in Annex B hereto; (iii) such Stock constitutes that percentage of the
issued and outstanding capital stock of the issuing corporation as is set forth
in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory
notes described in Annex C hereto where such Pledgor is listed as the lender;
(v) the Limited Liability Company Interests held by such Pledgor consist of the
number and type of interests of the Persons described in Annex D hereto; (vi)
each such Limited Liability Company Interest constitutes that percentage of the
issued and outstanding equity interest of the issuing Person as set forth in
Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of
the number and type of interests of the Persons described in Annex E hereto;
(viii) each such Partnership Interest constitutes that percentage or portion of
the entire partnership interest of the Partnership as set forth in Annex E
hereto; (ix) the Pledgor has complied with the respective procedure set forth in
Section 3.2(a) with respect to each item of Collateral described in Annexes A
through E hereto; and (x) such Pledgor owns no other Securities, Limited
Liability Company Interests or Partnership Interests.

                  4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Collateral, which may be held (in the
discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.

                  5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise all voting rights attaching to any and all
Collateral owned by it, and to give consents, waivers or ratifications and take
all other actions in respect thereof, provided that no vote shall be cast or any
consent, waiver or ratification given or any action taken which would violate,
result in breach of any covenant contained in, or be inconsistent with, any of
the terms of this Agreement, the Credit Agreement, any other Credit Document or
any Interest Rate Protection Agreement or Other Hedging Agreement (collectively,
the "Secured Debt Agreements"), or which would have the effect of materially
impairing the value of the Collateral or any material part thereof or the
position or interests of the Pledgee or any other Secured Creditor therein. All
such rights of a Pledgor to vote and to give consents, waivers and ratifications
shall cease if and for so long as an Event of Default shall occur and be
continuing and Section 7 hereof shall become applicable.

                  6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an
Event of Default shall have occurred and be continuing, all cash dividends, cash
distributions, cash Proceeds and other cash amounts payable in respect of the
Collateral shall be paid to (and may be retained by) the respective Pledgor.
Subject to Section 3.2 hereof, the Pledgee shall be entitled to receive
directly, and to retain as part of the Collateral:

                  (i) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not
<PAGE>   14
         limited to, cash dividends other than as set forth above) paid or
         distributed by way of dividend or otherwise in respect of the
         Collateral;

                  (ii) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not limited to, cash) paid or
         distributed in respect of the Collateral by way of stock-split,
         spin-off, split-up, reclassification, combination of shares or similar
         rearrangement; and

                  (iii) all other or additional stock, notes, limited liability
         company interests, partnership interests, instruments or other
         securities or property (including, but not limited to, cash) which may
         be paid in respect of the Collateral by reason of any consolidation,
         merger, exchange of stock, conveyance of assets, liquidation or similar
         corporate reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by the respective Pledgor contrary to the
provisions of this Section 6 or Section 7 shall be received in trust for the
benefit of the Pledgee, shall be segregated from other property or funds of such
Pledgor and shall be forthwith paid over to the Pledgee as Collateral in the
same form as so received (with any necessary endorsement).

                  7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. In the event an
Event of Default shall have occurred and be continuing, the Pledgee shall be
entitled to exercise all of the rights, powers and remedies (whether vested in
it by this Agreement or by any other Secured Debt Agreement or by law) for the
protection and enforcement of its rights in respect of the Collateral,
including, without limitation, all the rights and remedies of a secured party
upon default under the Uniform Commercial Code of the State of New York, and the
Pledgee shall be entitled, without limitation, to exercise any or all of the
following rights, which each Pledgor hereby agrees to be commercially
reasonable:

                  (i) to receive all amounts payable in respect of the
         Collateral otherwise payable under Section 6 to such Pledgor;

                  (ii) to transfer all or any part of the Collateral into the
         Pledgee's name or the name of its nominee or nominees;

                  (iii) to accelerate any Pledged Note which may be accelerated
         in accordance with its terms, and take any other lawful action to
         collect upon any Pledged Note (including, without limitation, to make
         any demand for payment thereon);

                  (iv) to vote all or any part of the Collateral (whether or not
         transferred into the name of the Pledgee) and give all consents,
         waivers and ratifications in respect of the Collateral and otherwise
         act with respect thereto as though it were the outright owner thereof
         (subject to any applicable operating agreement, partnership agreement
         or other
<PAGE>   15
         organizational document in the case of any Collateral constituting a
         Partnership Interest or a Limited Liability Company Interest) (each
         Pledgor hereby irrevocably constituting and appointing the Pledgee the
         proxy and attorney-in-fact of such Pledgor, with full power of
         substitution to do so during the continuation of an Event of Default);

                  (v) at any time or from time to time to sell, assign and
         deliver, or grant options to purchase, all or any part of the
         Collateral, or any interest therein, at any public or private sale,
         without demand of performance, advertisement or notice of intention to
         sell or of the time or place of sale or adjournment thereof or to
         redeem or otherwise, except to the extent required by applicable law
         (all of which are hereby waived by each Pledgor), for cash, on credit
         or for other property, for immediate or future delivery without any
         assumption of credit risk, and for such price or prices and on such
         terms as the Pledgee in its absolute discretion may determine; provided
         that at least 10 days' notice of the time and place of any such sale
         shall be given to such Pledgor. The Pledgee shall not be obligated to
         make such sale of Collateral regardless of whether any such notice of
         sale has theretofore been given. Each purchaser at any such sale shall
         hold the property so sold absolutely free from any claim or right on
         the part of each Pledgor, and each Pledgor hereby waives and releases
         to the fullest extent permitted by law any right or equity of
         redemption with respect to the Collateral, whether before or after sale
         hereunder, all rights, if any, of marshalling the Collateral and any
         other security for the Obligations or otherwise, and all rights, if
         any, of stay and/or appraisal which it now has or may at any time in
         the future have under rule of law or statute now existing or hereafter
         enacted. At any such sale, unless prohibited by applicable law, the
         Pledgee on behalf of all Secured Creditors (or certain of them) may bid
         for and purchase (by bidding in Obligations or otherwise) all or any
         part of the Collateral so sold free from any such right or equity of
         redemption. Neither the Pledgee nor any other Secured Creditor shall be
         liable for failure to collect or realize upon any or all of the
         Collateral or for any delay in so doing nor shall any of them be under
         any obligation to take any action whatsoever with regard thereto; and

                  (vi) to set-off any and all Collateral against any and all
         Obligations, and to withdraw any and all cash or other Collateral from
         any and all Collateral Accounts and to apply such cash and other
         Collateral to the payment of any and all Obligations.

                  8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of
the Pledgee provided for in this Agreement or any other Secured Debt Agreement,
or now or hereafter existing at law or in equity or by statute shall be
cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Pledgee or any
other Secured Creditor of any one or more of the rights, powers or remedies
provided for in this Agreement or any other Secured Debt Agreement or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee or any other Secured
Creditor of all such other rights, powers or remedies, and no failure or delay
on the part of the Pledgee or any other Secured Creditor to exercise any such
right, power or remedy shall operate as a waiver thereof.
<PAGE>   16
Unless otherwise required by the Credit Documents, no notice to or demand on any
Pledgor in any case shall entitle such Pledgor to any other or further notice or
demand in similar other circumstances or constitute a waiver of any of the
rights of the Pledgee or any other Secured Creditor to any other or further
action in any circumstances without demand or notice. The Secured Creditors
agree that this Agreement may be enforced only by the action of the Pledgee,
acting upon the instructions of the Required Lenders (or, after the date on
which all Credit Document Obligations have been paid in full, the holders of at
least a majority of the outstanding Other Obligations) and that no other Secured
Creditor shall have any right individually to seek to enforce or to enforce this
Agreement or to realize upon the security to be granted hereby, it being
understood and agreed that such rights and remedies may be exercised by the
Pledgee or the holders of at least a majority of the outstanding Other
Obligations, as the case may be, for the benefit of the Secured Creditors upon
the terms of this Agreement and the other Credit Documents.

                  9. APPLICATION OF PROCEEDS. (a) All moneys collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement, together with all other moneys received by the Pledgee
hereunder, shall be applied to the payment of the Obligations in the manner
provided in Section 7.4 of the Security Agreement.

                  (b) It is understood and agreed that each Pledgor shall remain
liable to the extent of any deficiency between the amount of proceeds of the
Collateral pledged by it hereunder and the aggregate amount of its Obligations.

                  10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), to the extent permitted by law, the
receipt of the Pledgee or the officer making such sale of the purchase money
paid as consideration pursuant to such sale shall be a sufficient discharge to
the purchaser or purchasers of the Collateral so sold, and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Pledgee or such officer or be answerable in any
way for the misapplication or nonapplication thereof.

                  11. INDEMNITY. Each Pledgor jointly and severally agrees (i)
to indemnify and hold harmless the Pledgee, each other Secured Creditor and
their respective successors, assigns, employees, agents and servants
(individually an "Indemnitee", and collectively, the "Indemnitees") from and
against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse each Indemnitee for all reasonable costs and expenses, including
reasonable attorneys' fees, in each case arising out of or resulting from this
Agreement or the exercise by any Indemnitee of any right or remedy granted to it
hereunder or under any other Secured Debt Agreement (but excluding any claims,
demands, losses, judgments and liabilities (including liabilities for penalties)
or expenses of whatsoever kind or nature to the extent incurred or arising by
reason of gross negligence or willful misconduct of such Indemnitee). In no
event shall any Indemnitee hereunder be liable, in the absence of gross
negligence or willful misconduct on its part, for any
<PAGE>   17
matter or thing in connection with this Agreement other than to account for
monies or other property actually received by it in accordance with the terms
hereof. If and to the extent that the obligations of any Pledgor under this
Section 11 are unenforceable for any reason, each Pledgor hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law. The indemnity obligations of each
Pledgor contained in this Section 11 shall continue in full force and effect
notwithstanding the full payment of all the Notes issued under the Credit
Agreement, the termination of all Interest Rate Protection and Other Hedging
Agreements and Letters of Credit, and the payment of all other Obligations and
notwithstanding the discharge thereof.

                  12. FURTHER ASSURANCES; POWER OF ATTORNEY. (a) Each Pledgor
agrees that it will join with the Pledgee in executing and, at such Pledgor's
own expense, file and refile under the Uniform Commercial Code such financing
statements, continuation statements and other documents in such offices as the
Pledgee (acting on its own or on the instructions of the Required Lenders) may
reasonably deem necessary or appropriate and wherever required or permitted by
law in order to perfect and preserve the Pledgee's security interest in the
Collateral hereunder and hereby authorizes the Pledgee to file financing
statements and amendments thereto relative to all or any part of the Collateral
without the signature of such Pledgor where permitted by law, and agrees to do
such further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the Pledgee
may reasonably require or deem advisable to carry into effect the purposes of
this Agreement or to further assure and confirm unto the Pledgee its rights,
powers and remedies hereunder or thereunder.

                  (b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time after the occurrence
and during the continuance of an Event of Default, in the Pledgee's discretion
to take any action and to execute any instrument which the Pledgee may deem
necessary or advisable to accomplish the purposes of this Agreement.

                  13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood and agreed that the obligations
of the Pledgee as holder of the Collateral and interests therein and with
respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement and pursuant to applicable laws. The
Pledgee shall act hereunder on the terms and conditions set forth herein and in
Section 12 of the Credit Agreement.

                  14. TRANSFER BY THE PLEDGORS. No Pledgor will sell or
otherwise dispose of, grant any option with respect to, or mortgage, pledge or
otherwise encumber any of the Collateral or any interest therein (except in
accordance with the terms of this Agreement and the other Secured Debt
Agreements).
<PAGE>   18
                  15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.
(a) Each Pledgor represents, warrants and covenants that:

                  (i) it is the legal, beneficial and record owner of, and has
         good and marketable title to, all Collateral consisting of one or more
         Securities and that it has sufficient interest in all Collateral in
         which a security interest is purported to be created hereunder for such
         security interest to attach (subject, in each case, to no pledge, lien,
         mortgage, hypothecation, security interest, charge, option, Adverse
         Claim or other encumbrance whatsoever, except the liens and security
         interests created by this Agreement or permitted under the Credit
         Agreement);

                  (ii) it has full power, authority and legal right to pledge
         all the Collateral pledged by it pursuant to this Agreement;

                  (iii) this Agreement has been duly authorized, executed and
         delivered by such Pledgor and constitutes a legal, valid and binding
         obligation of such Pledgor enforceable against such Pledgor in
         accordance with its terms, except to the extent that the enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws generally affecting
         creditors' rights and by equitable principles (regardless of whether
         enforcement is sought in equity or at law) and principles of good faith
         and fair dealing;

                  (iv) except to the extent already obtained or made, no consent
         of any other party (including, without limitation, any stockholder,
         member, partner or creditor of such Pledgor or any of its Subsidiaries)
         and no consent, license, permit, approval or authorization of,
         exemption by, notice or report to, or registration, filing or
         declaration with, any governmental authority is required to be obtained
         by such Pledgor in connection with (a) the execution, delivery or
         performance of this Agreement, (b) the validity or enforceability of
         this Agreement (except as set forth in clause (iii) above), (c) the
         perfection or enforceability of the Pledgee's security interest in the
         Collateral, (d) except for compliance with or as may be required by
         applicable securities laws, the exercise by the Pledgee of any of its
         rights or remedies provided herein or (e) except for compliance with or
         as may required by any applicable partnership agreement, limited
         liability company agreement or other organizational document relating
         to any partnership or limited liability company that is not a
         Wholly-Owned Subsidiary of the Borrower, the exercise by the Pledgee of
         any of is rights or remedies provided herein with respect to the
         Partnership Interest or Limited Liability Company Interest relating to
         such partnership or limited liability company;

                  (v) the execution, delivery and performance of this Agreement
         will not violate any provision of any applicable law or regulation or
         of any order, judgment, writ, award or decree of any court, arbitrator
         or governmental authority, domestic or foreign, applicable to such
         Pledgor, or of the certificate of incorporation, operating agreement,
         limited liability company agreement or by-laws of such Pledgor or of
         any securities
<PAGE>   19
         issued by such Pledgor or any of its Subsidiaries, or of any mortgage,
         deed of trust, indenture, lease, loan agreement, credit agreement or
         other contract, agreement or instrument or undertaking to which such
         Pledgor or any of its Subsidiaries is a party or which purports to be
         binding upon such Pledgor or any of its Subsidiaries or upon any of
         their respective assets and will not result in the creation or
         imposition of (or the obligation to create or impose) any lien or
         encumbrance on any of the assets of such Pledgor or any of its
         Subsidiaries except as contemplated by this Agreement (other than the
         Liens created by the Collateral Documents);

                  (vi) all of the Collateral (consisting of Securities, Limited
         Liability Company Interests or Partnership Interests), has been duly
         and validly issued, is fully paid and non-assessable (to the extent
         applicable) and is subject to no options to purchase or similar rights,
         provided that Collateral consisting of Limited Liability Company
         Interests or Partnership Interests, may require further payments and/or
         assessments in respect thereof in accordance with the partnership
         agreements, limited liability company agreements or other
         organizational documents relating thereto or applicable laws;

                  (vii) each of the Pledged Notes constitutes, or when executed
         by the obligor thereof will constitute, the legal, valid and binding
         obligation of such obligor, enforceable in accordance with its terms,
         except to the extent that the enforceability thereof may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws generally affecting creditors' rights and by equitable
         principles (regardless of whether enforcement is sought in equity or at
         law) and principles of good faith and fair dealing;

                  (viii) the pledge, collateral assignment and delivery to the
         Pledgee of the Collateral consisting of certificated securities
         (together with instruments of transfer therefor), pursuant to this
         Agreement creates a valid and perfected first priority security
         interest in such Securities, and the proceeds thereof, subject to no
         prior Lien or encumbrance or to any agreement purporting to grant to
         any third party a Lien or encumbrance on the property or assets of such
         Pledgor which would include the Securities (other than Permitted Liens)
         and the Pledgee is entitled to all the rights, priorities and benefits
         afforded by the UCC or other relevant law as enacted in any relevant
         jurisdiction to perfect security interests in respect of such
         Collateral; and

                  (ix) "control" (as defined in Section 8-106 of the UCC) has
         been obtained by the Pledgee over all Collateral consisting of
         Securities (including Notes which are Securities) with respect to which
         such "control" may be obtained pursuant to Section 8-106 of the UCC,
         provided that in the case of the Pledgee obtaining "control" over
         Collateral consisting of a security entitlement, such Pledgor shall
         have taken all steps in its control so that the Pledgee obtains
         "control" over such security entitlement.

                  (b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and
<PAGE>   20
demands of all persons whomsoever; and each Pledgor covenants and agrees that it
will have like title to and right to pledge any other property at any time
hereafter pledged to the Pledgee as Collateral hereunder and will likewise
defend the right thereto and security interest therein of the Pledgee and the
other Secured Creditors.

                  (c) Each Pledgor covenants and agrees that it will take no
action which would violate any of the terms of any Secured Debt Agreement.

                  16. CHIEF EXECUTIVE OFFICE; RECORDS. The chief executive
office of each Pledgor is located at the address specified in Annex F hereto.
Each Pledgor will not move its chief executive office except to such new
location as such Pledgor may establish in accordance with the last sentence of
this Section 16. The originals of all documents in the possession of such
Pledgor evidencing all Collateral, including but not limited to all Limited
Liability Company Interests and Partnership Interests, and the only original
books of account and records of such Pledgor relating thereto are, and will
continue to be, kept at such chief executive office at the location specified in
Annex F hereto, or at such new locations as such Pledgor may establish in
accordance with the last sentence of this Section 16. All Limited Liability
Company Interests and Partnership Interests are, and will continue to be,
maintained at, and controlled and directed (including, without limitation, for
general accounting purposes) from, such chief executive office location
specified in Annex F hereto, or such new locations as the respective Pledgor may
establish in accordance with the last sentence of this Section 16. No Pledgor
shall establish a new location for such offices until (i) it shall have given to
the Collateral Agent not less than 30 days' (or such shorter time period as may
be agreed to by the Collateral Agent) prior written notice of its intention so
to do, clearly describing such new location and providing such other information
in connection therewith as the Collateral Agent may reasonably request and (ii)
with respect to such new location, it shall have taken all action, satisfactory
to the Collateral Agent, to maintain the security interest of the Collateral
Agent in the Collateral intended to be granted hereby at all times fully
perfected and in full force and effect. Promptly after establishing a new
location for such offices in accordance with the immediately preceding sentence,
the respective Pledgor shall deliver to the Pledgee a supplement to Annex F
hereto so as to cause such Annex F hereto to be complete and accurate.

                  17. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever (other than termination of this Agreement pursuant to
Section 19 hereof), including, without limitation:

                  (i) any renewal, extension, amendment or modification of, or
         addition or supplement to or deletion from any Secured Debt Agreement
         (other than this Agreement in accordance with its terms), or any other
         instrument or agreement referred to therein, or any assignment or
         transfer of any thereof;
<PAGE>   21
                  (ii) any waiver, consent, extension, indulgence or other
         action or inaction under or in respect of any such agreement or
         instrument or this Agreement (other than a waiver, consent or extension
         with respect to this Agreement in accordance with its terms);

                  (iii) any furnishing of any additional security to the Pledgee
         or its assignee or any acceptance thereof or any release of any
         security by the Pledgee or its assignee;

                  (iv) any limitation on any party's liability or obligations
         under any such instrument or agreement or any invalidity or
         unenforceability, in whole or in part, of any such instrument or
         agreement or any term thereof; or

                  (v) any bankruptcy, insolvency, reorganization, composition,
         adjustment, dissolution, liquidation or other like proceeding relating
         to any Pledgor or any Subsidiary of any Pledgor, or any action taken
         with respect to this Agreement by any trustee or receiver, or by any
         court, in any such proceeding, whether or not such Pledgor shall have
         notice or knowledge of any of the foregoing.

                  18. SALE OF COLLATERAL WITHOUT REGISTRATION. If at any time
when the Pledgee shall determine to exercise its right to sell all or any part
of the Collateral consisting of Securities, Limited Liability Company Interests
or Partnership Interests pursuant to Section 7, and such Collateral or the part
thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act of 1933, as then in effect, the Pledgee may,
in its sole and absolute discretion, sell such Collateral or part thereof by
private sale in such manner and under such circumstances as the Pledgee may deem
necessary or advisable in order that such sale may legally be effected without
such registration. Without limiting the generality of the foregoing, in any such
event the Pledgee, in its sole and absolute discretion: (i) may proceed to make
such private sale notwithstanding that a registration statement for the purpose
of registering such Collateral or part thereof shall have been filed under such
Securities Act; (ii) may approach and negotiate with a single possible purchaser
to effect such sale; and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment, and not with a view to the distribution or sale of such Collateral
or part thereof. In the event of any such sale, the Pledgee shall incur no
responsibility or liability for selling all or any part of the Collateral at a
price which the Pledgee, in its sole and absolute discretion, may in good faith
deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until the
registration as aforesaid.

                  19. TERMINATION; RELEASE. (a) On the Termination Date (as
defined below), this Agreement shall terminate (provided that all indemnities
set forth herein including, without limitation, in Section 11 hereof shall
survive any such termination) and the Pledgee, at the request and expense of the
respective Pledgor, will execute and deliver to such Pledgor a proper instrument
or instruments acknowledging or effecting the satisfaction and termination of
this Agreement (including, without limitation, UCC termination statements and
instruments of satisfaction, discharge and/or reconveyance), and will duly
assign, transfer and deliver to such
<PAGE>   22
Pledgor (without recourse and without any representation or warranty) such of
the Collateral as may be in the possession of the Pledgee and as has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee or any of
its sub-agents hereunder and, with respect to any Collateral consisting of an
Uncertificated Security (other than an Uncertificated Security credited on the
books of a Clearing Corporation), a Partnership Interest or a Limited Liability
Company Interest, a termination of the agreement relating thereto executed and
delivered by the issuer of such Uncertificated Security pursuant to Section
3.2(a)(ii) or by the respective partnership or limited liability company
pursuant to Section 3.2(a)(iv). As used in this Agreement, "Termination Date"
shall mean the date upon which the Total Commitments and all Interest Rate
Protection Agreements and Other Hedging Agreements have been terminated, no
Letter of Credit or Note is outstanding (and all Loans have been paid in full),
all Letters of Credit have been terminated, and all other Obligations then due
and payable have been paid in full (other than any indemnity, not then due and
payable, which by its terms shall survive such termination and payment).

                  (b) In the event that any part of the Collateral is sold or
otherwise disposed of (to a Person other than a Credit Party) (x) at any time
prior to the time at which all Credit Document Obligations have been paid in
full and all Commitments and Letters of Credit under the Credit Agreement have
been terminated, in connection with a sale or disposition permitted by Section
9.02 of the Credit Agreement or is otherwise released at the direction of the
Required Lenders (or all the Lenders if required by Section 13.12 of the Credit
Agreement) or (y) at any time thereafter, to the extent permitted by the other
Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of
such sale or disposition (or from such release) are applied in accordance with
the terms of the Credit Agreement or such other Secured Debt Agreement, as the
case may be, to the extent required to be so applied, the Pledgee, at the
request and expense of such Pledgor, will duly assign, transfer and deliver to
such Pledgor (without recourse and without any representation or warranty) such
of the Collateral as is then being (or has been) so sold or released and as may
be in possession of the Pledgee and has not theretofore been released pursuant
to this Agreement.

                  (c) At any time that any Pledgor desires that Collateral be
released as provided in the foregoing Section 19(a) or (b), it shall deliver to
the Pledgee a certificate signed by an Authorized Officer of such Pledgor
stating that the release of the respective Collateral is permitted pursuant to
Section 19(a) or (b). If reasonably requested by the Pledgee (although the
Pledgee shall have no obligation to make any such request), the relevant Pledgor
shall furnish appropriate legal opinions (from counsel reasonably acceptable to
the Pledgee) to the effect set forth in the immediately preceding sentence. The
Pledgee shall have no liability whatsoever to any Secured Creditor as the result
of any release of Collateral by it as permitted by this Section 19.
<PAGE>   23
                  20. NOTICES, ETC. All notices and other communications
hereunder shall be in writing and shall be delivered or mailed by first class
mail, postage prepaid, addressed:

                  (i) if to any Pledgor, at:

                                    IASIS Healthcare Corporation
                                    Suite 101
                                    104 Woodmont Boulevard
                                    Nashville, TN  37205
                                    Tel:  (615) 844-2747
                                    Fax:  (615) 846-3006

                  (ii) if to the Pledgee, at:

                                    Morgan Guaranty Trust Company of New York
                                    c/o J.P. Morgan Services, Inc.
                                    500 Stanton Christiana Road
                                    Newark, Delaware  19713
                                    Attention:  Renee Richmond
                                    Tel:  (302) 634-3316
                                    Fax:  (302) 634-4300

                  (iii) if to any Lender (other than the Pledgee), at such
         address as such Lender shall have specified in the Credit Agreement;

                  (iv) if to any Other Creditor, at such address as such Other
         Creditor shall have specified in writing to the Borrower and the
         Pledgee;

or at such address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

                  21. THE PLEDGEE. The Pledgee will hold, directly or indirectly
in accordance with this Agreement, all items of the Collateral at any time
received by it under this Agreement. It is expressly understood and agreed that
the obligations of the Pledgee with respect to the Collateral, interests therein
and the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in the UCC and this Agreement.

                  22. WAIVER; AMENDMENT. Except as contemplated in Section 25
hereof, none of the terms and conditions of this Agreement may be changed,
waived, discharged or terminated in any manner whatsoever unless such change,
waiver, discharge or termination is in writing duly signed by each Pledgor
directly and adversely affected thereby and the Collateral Agent (with the
consent of (x) the Required Lenders (or, to the extent required by Section 13.12
of the Credit Agreement, all of the Lenders) at all time prior to the time in
which all Credit Document Obligations (other than those arising from indemnities
for which no request has been made) have been paid in full and all Commitments
and Letters of Credit under the Credit
<PAGE>   24
Agreement had been terminated or (y) the holders of at least a majority of the
outstanding Other Obligations at all times after the time on which all Credit
Document Obligations (other than those arising from indemnities for which no
request has been made)) have been paid in full and all Commitments and Letters
of Credit under the Credit Agreement had been terminated, provided, however,
that no such change, waiver, modification or variance shall be made to Section
11 hereof or this Section 22 without the consent of each Secured Creditor
adversely affected thereby, provided further, that any change, waiver,
modification or variance affecting the rights and benefits of a single Class (as
defined below) of Secured Creditors (and not all Secured Creditors in a like or
similar manner) shall require the written consent of the Requisite Creditors (as
defined below) of such Class of Secured Creditors. For the purpose of this
Agreement, the term "Class" shall mean each class of Secured Creditors, i.e.,
whether (x) the Lender Creditors as holders of the Credit Document Obligations
or (y) the Other Creditors as holders of the Other Obligations. For the purpose
of this Agreement, the term "Requisite Creditors" of any Class shall mean each
of (x) with respect to each of the Credit Document Obligations, the Required
Lenders and (y) with respect to the Other Obligations, the holders of more than
50% of all obligations outstanding from time to time under the Interest Rate
Protection Agreements and Other Hedging Agreements.

                  23. MISCELLANEOUS. This Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 19, (ii)
be binding upon each Pledgor, its successors and assigns; provided, however,
that no Pledgor shall assign any of its rights or obligations hereunder without
the prior written consent of the Pledgee (with the prior written consent of the
Required Lenders or to the extent required by Section 13.12 of the Credit
Agreement, all of the Lenders), and (iii) inure, together with the rights and
remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other
Secured Parties and their respective successors, transferees and assigns. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. The headings of the several sections and
subsections in this Agreement are for purposes of reference only and shall not
limit or define the meaning hereof. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto.

                  24. WAIVER OF JURY TRIAL. Each Pledgor hereby irrevocably
waives all right to a trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Agreement or the transactions contemplated
hereby.

                  25. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall
automatically become a Pledgor hereunder by executing a counterpart hereof and
delivering the same to the Pledgee.
<PAGE>   25
                  26. RECOURSE. This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of the Pledgors contained herein and in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

                  27. LIMITED OBLIGATIONS. It is the desire and intent of each
Pledgor and the Secured Parties that this Agreement shall be enforced against
each Pledgor to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought.
Notwithstanding anything to the contrary contained herein, in furtherance of the
foregoing, it is noted that the obligations of each Pledgor constituting a
Subsidiary Guarantor have been limited as provided in the Subsidiaries Guaranty.

                  28. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.
(a) Nothing herein shall be construed to make the Pledgee or any other Secured
Creditor liable as a member of any limited liability company or partnership and
neither the Pledgee nor any other Secured Creditor by virtue of this Agreement
or otherwise (except as referred to in the following sentence) shall have any of
the duties, obligations or liabilities of a member of any limited liability
company or partnership. The parties hereto expressly agree that, unless the
Pledgee shall become the absolute owner of Collateral consisting of a Limited
Liability Company Interest or Partnership Interest pursuant hereto, this
Agreement shall not be construed as creating a partnership or joint venture
among the Pledgee, any other Secured Creditor and/or any Pledgor.

                  (b) Except as provided in the last sentence of paragraph (a)
of this Section 28, the Pledgee, by accepting this Agreement, did not intend to
become a member of any limited liability company or partnership or otherwise be
deemed to be a co-venturer with respect to any Pledgor or any limited liability
company or partnership either before or after an Event of Default shall have
occurred. The Pledgee shall have only those powers set forth herein and the
Secured Creditors shall assume none of the duties, obligations or liabilities of
a member of any limited liability company or partnership or any Pledgor except
as provided in the last sentence of paragraph (a) of this Section 28.

                  (c) The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.

                  (d) The acceptance by the Pledgee of this Agreement, with all
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any other Secured Creditor to appear in
or defend any action or proceeding relating to the Collateral to which it is not
a party, or to take any action hereunder or thereunder, or to expend any money
or incur any expenses or perform or discharge any obligation, duty or liability
under the Collateral.

                  29. EFFECTIVENESS. This Agreement shall become effective when
the Pledgee, and each Pledgor whose name appears on the signature pages hereto
shall have signed a
<PAGE>   26
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent.



                  [Remainder of page intentionally left blank]
<PAGE>   27
                  IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused
this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.


                                       IASIS HEALTHCARE CORPORATION



                                       By: /s/ Wayne Gower
                                          -----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       SALT LAKE REGIONAL MEDICAL CENTER, INC.,
                                         as a Pledgor



                                       By: /s/ Wayne Gower
                                          -----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       JORDAN VALLEY HOSPITAL, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          -----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       DAVIS HOSPITAL & MEDICAL CENTER, INC.,
                                         as a Pledgor



                                       By: /s/ Wayne Gower
                                          -----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   28
                                       ROCKY MOUNTAIN MEDICAL CENTER, INC., as
                                         a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       PIONEER VALLEY HOSPITAL, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       PIONEER VALLEY HEALTH PLAN, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       CLINICARE OF UTAH, INC., as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       SOUTHRIDGE PLAZA HOLDINGS, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   29
                                       SANDY CITY HOLDINGS, INC., as a Pledgor



                                       By: /s/ Wayne Gower
                                          -------------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       DAVIS SURGICAL CENTER HOLDINGS, INC., as
                                         a Pledgor



                                       By: /s/ Wayne Gower
                                          -------------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       MESA GENERAL HOSPITAL, LP, as a Pledgor



                                       By: /s/ Wayne Gower
                                          -------------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       ST. LUKE'S MEDICAL CENTER, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          -------------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       ST. LUKE'S BEHAVIORAL HOSPITAL, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          -------------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   30
                                       HEALTH CHOICE ARIZONA, INC., as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       METRO AMBULATORY SURGERY CENTER, INC.,
                                         as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                      BILTMORE SURGERY CENTER, INC., as a
                                        Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       PALMS OF PASADENA HOSPITAL, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       ODESSA REGIONAL HOSPITAL, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   31
                                       TEMPE ST. LUKE'S HOSPITAL, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       MEMORIAL HOSPITAL OF TAMPA, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       TOWN & COUNTRY HOSPITAL, LP, as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       SOUTHWEST GENERAL HOSPITAL, LP, as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       SSJ ST. PETERSBURG HOLDINGS, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   32
                                       FIRST CHOICE PHYSICIANS NETWORK HOLDINGS,
                                         INC., as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       BAPTIST JOINT VENTURE HOLDINGS, INC., as
                                         a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       BEAUMONT HOSPITAL HOLDINGS, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       IASIS HEALTHCARE HOLDINGS, INC., as a
                                         Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer


                                       IASIS MANAGEMENT COMPANY, as a Pledgor



                                       By: /s/ Wayne Gower
                                          ----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   33
                                       MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK, as Pledgee



                                       By: /s/ Colleen Galle
                                          --------------------------------
                                          Name: Colleen Galle
                                          Title: Vice President
<PAGE>   34
                                       BILTMORE SURGERY CENTER, INC. (ARIZONA
                                         CORPORATION), as Pledgee



                                       By: /s/ Wayne Gower
                                          ---------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer
<PAGE>   35
                                       IASIS HEALTHCARE MSO SUB OF SALT LAKE
                                         CITY, LLC, as a Pledgor



                                       By: /s/ Wayne Gower
                                          -----------------------------------
                                          Name: Wayne Gower
                                          Title: President & Chief Executive
                                                  Officer