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EXECUTION COPY
 BANC OF AMERICA SECURITIES LLC
    
    CITIGROUP GLOBAL MARKETS INC.BANC OF AMERICA BRIDGE LLC
    
    388 Greenwich StreetBANK OF AMERICA, N.A.
    
    New York, NY 100139 West 57th StreetNew York, NY 10019
 CONFIDENTIAL
  
  IASIS Healthcare  $829,000,000 Senior Secured Credit Facilities  $300,000,000 Holdings Senior PIK Loans  Commitment Letter
  Borrower Holdings you BAS CGMI Arrangers Bank of
America BofA Bridge Initial Lenders we us Exhibits Commitment Letter Citigroup




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Facilities Documentation Lenders provided
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Moodys S&P
 Projections
 Information
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Borrower Materials Platform Public Lender
 Fee Letter
 Sponsor
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indemnified persons Proceeding provided
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THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
 EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF
THE TRANSACTIONS, THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER
OR THEREUNDER.
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provided
 provided
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provided
 Patriot Act
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Very truly yours,
BANC OF AMERICA SECURITIES LLCby
    /s/ Christopher Kelly WallName:
    Christopher Kelly WallTitle:
    Principal BANK OF AMERICA, N.A.by
    /s/ Christopher Kelly WallName:
    Christopher Kelly WallTitle:
    Principal BANC OF AMERICA BRIDGE LLCby
    /s/ Christopher Kelly WallName:
    Christopher Kelly WallTitle:
    Principal Commitment Letter




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Very truly yours,
CITIGROUP GLOBAL MARKETS INC.by
    /s/ Stuart DicksonName:
    Stuart DicksonTitle:
    Director Commitment Letter




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IASIS HEALTHCARE LLCby              /s/ John M. DoyleName:
    John M. DoyleTitle:
    VP, Chief Accounting Officer IASIS HEALTHCARE CORPORATIONby                  /s/ John M. DoyleName:
    John M. DoyleTitle:
    VP, Chief Accounting Officer 
 IASIS HEALTHCARE LLCby              /s/ John M. DoyleName:
    John M. DoyleTitle:
    VP, Chief Accounting Officer IASIS HEALTHCARE CORPORATIONby                  /s/ John M. DoyleName:
    John M. DoyleTitle:
    VP, Chief Accounting Officer Commitment Letter




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CONFIDENTIAL
    
    EXHIBIT A
 IASIS Healthcare  $829,000,000 Senior Secured Credit Facilities  $300,000,000 Holdings Senior PIK Loans  Transactions Description
 Commitment
Letter
  Existing Facilities Senior Secured Facilities
 Holdings Loans Holdings Facility Facilities
 Holdings Dividend
 Transactions
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CONFIDENTIAL
    
    EXHIBIT B
 IASIS Healthcare  $829,000,000 Senior Secured Credit Facilities  Summary of Principal Terms and Conditions
 Borrower:
    
    IASIS Healthcare LLC (the Borrower).Administrative Agentand Collateral Agent:
    
    Bank of America, N.A. will act as the sole administrative
agent and sole collateral agent (in such capacities, the
"Administrative Agent) for a syndicate of financial
institutions (the Lenders) acceptable to the Borrower,
and will perform the duties customarily associated with
such roles.Joint Lead Arrangers:
    
    Banc of America Securities LLC and Citigroup Global
Markets Inc. will act as the joint lead arrangers and
joint book managers (the Arrangers) for the Senior
Secured Facilities, and will perform the duties
customarily associated with such roles.Syndication Agent:
    
    Citigroup will act as syndication agent (the Syndication
Agent) for the Senior Secured Facilities.Documentation Agent:
    
    At the option of the Borrower, one or more financial
institutions identified by the Borrower and reasonably
acceptable to the Arrangers (each a Documentation Agent
and, together with the Administrative Agent and the
Syndication Agent, the Agents).
 Senior Secured Facilities:
    
    (A)
    
    A senior secured term loan facility in an aggregate
principal amount of $439,000,000 (the Initial Term Loan
Facility).(B)
    
    A senior secured delayed draw term loan facility in an
aggregate principal amount of $150,000,000 (the Delayed
Draw Term Loan Facility and, together with the Initial
Term Loan Facility, the Term Loan Facilities).(C)
    
    A senior secured revolving credit facility in an
aggregate principal amount of $200,000,000 (the Revolving
Facility). Lenders with commitments under the Revolving
Facility are collectively referred to herein as the
Revolving Lenders.(D)
    
    A senior secured synthetic letter of credit facility
in an aggregate principal amount of $40,000,000 (the Synthetic Letter of Credit Facility and, together with
the Revolving Facility and the Term Loan Facilities, the
Senior Secured Facilities).
 Swingline Loans:
    
    Bank of America, N.A. (in such capacity, the Swingline
Lender) will make available to the Borrower a swingline
facility under which the Borrower may make short-term
borrowings (in
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minimum amounts and integral multiples to
be agreed upon) of up to $25,000,000. Except for purposes
of calculating the commitment fee described below, any
such swingline borrowings will reduce availability under
the Revolving Facility on a dollar-for-dollar basis. Upon
notice from the Swingline Lender, the Revolving Lenders
will be unconditionally obligated to purchase
participations in any swingline loan pro rata based upon
their commitments under the Revolving Facility.Operation of SyntheticLetter of Credit Facility:
    
    On the Closing Date, each Lender under the Synthetic
Letter of Credit Facility (each a Synthetic Letter of
Credit Facility Lender) shall deposit with the Synthetic
Letter of Credit Issuing Bank (as defined below) an amount
equal to such Synthetic Letter of Credit Facility Lenders
pro rata share of the Synthetic Letter of Credit Facility
(such deposit for each Synthetic Letter of Credit Facility
Lender, the Synthetic Letter of Credit Funded Amount).
The sole funding obligation of each Synthetic Letter of
Credit Facility Lender shall be satisfied upon funding of
its Synthetic Letter of Credit Funded Amount. The
Borrower shall have no right, title or interest in the
Synthetic Letter of Credit Funded Amount, and the
Synthetic Letter of Credit Facility Lenders shall have no
right to withdraw their Synthetic Letter of Credit Funded
Amounts so long as the Synthetic Letter of Credit Facility
is in effect, except in connection with reductions in the
amount of the Synthetic Letter of Credit Facility as
described under Voluntary Prepayments and Reductions in
Commitments described below or upon the termination of
the Synthetic Letter of Credit Facility.Issuance of SyntheticLetters of Credit:
    
    The Synthetic Letter of Credit Facility shall be available
for the issuance of letters of credit (Synthetic Letters
of Credit) by Bank of America, N.A. (in such capacity,
the Synthetic Letter of Credit Issuing Bank). No
Synthetic Letter of Credit shall have an expiration date
after the earlier of (a) 12 months after its date of
issuance or such longer period of time as may be agreed by
the Synthetic Letter of Credit Issuing Bank and (b) the
third business day prior to the final maturity date of the
Synthetic Letter of Credit Facility, provided that any
Synthetic Letter of Credit may provide for the renewal
thereof for additional periods of up to 12 months or such
longer period of time as may be agreed by the Synthetic
Letter of Credit Issuing Bank (which in no event shall
extend beyond the date referred to in clause (b) above,
except to the extent cash collateralized or backstopped
pursuant to arrangements reasonably acceptable to the
Synthetic Letter of Credit Issuing Bank). The Synthetic
Letter of Credit Issuing Bank shall not be obligated to
issue any Synthetic Letter of Credit to the extent that
such Synthetic Letter of Credit, together with the
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amount
of all other issued and outstanding Synthetic Letters of
Credit, exceeds the amount of all of Synthetic Letter of
Credit Funded Amounts.Drawings under any Synthetic Letter of Credit shall be
reimbursed by the Borrower (whether with its own funds or
with the proceeds of loans under the Revolving Facility)
within two business days after notice of such drawing is
received by the Borrower from the Synthetic Letter of
Credit Issuing Bank; provided that if the Borrower does
not so reimburse the Synthetic Letter of Credit Issuing
Bank within such period, the amount of such drawing shall
be automatically converted into a loan, which loan may be
repaid at any time prior to the maturity date of the
Synthetic Letter of Credit Facility and, following
repayment thereof, be considered as a part of the
Synthetic Letter of Credit Funded Amount and available to
support the issuance of Synthetic Letters of Credit. To
the extent that the Borrower does not so reimburse the
Synthetic Letter of Credit Issuing Bank within the time
period specified above, the Synthetic Letter of Credit
Issuing Bank will withdraw the amount of such overdue
reimbursement amount from the Synthetic Letter of Credit
Funded Amounts (allocated ratably among the Synthetic
Letter of Credit Funded Amounts of the Synthetic Letter of
Credit Facility Lenders) and apply such amount to satisfy
such reimbursement obligation (whereupon the amount of
such reimbursement obligation will be owing by the
Borrower as a loan to the Synthetic Letter of Credit
Facility Lenders, ratably in accordance with the amounts
of the Synthetic Letter of Credit Funded Amounts applied
by the Synthetic Letter of Credit Issuing Bank as
described above).Revolving FacilityLetters of Credit:
    
    Up to $100,000,000 of the Revolving Facility will be
available to the Borrower in the form of letters of
credit. Letters of credit will be issued by Bank of
America, N.A. and other Lenders approved by the
Administrative Agent and the Borrower (in such capacity,
the Revolving Facility Issuing Banks). Each letter of
credit will expire not later than the earlier of (a) 12
months after its date of issuance or such longer period of
time as may be agreed by the relevant Revolving Facility
Issuing Bank and (b) the third business day prior to the
final maturity of the Revolving Facility; provided,
however, that any letter of credit may provide for renewal
thereof for additional periods of up to 12 months or such
longer period of time as may be agreed by the relevant
Revolving Facility Issuing Bank (which in no event shall
extend beyond the date referred to in clause (b) above,
except to the extent cash collateralized or backstopped
pursuant to arrangements reasonably acceptable to the
relevant Revolving Facility Issuing
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Bank). Drawings under
any letter of credit shall be reimbursed by the Borrower
(whether with its own funds or with the proceeds of loans
under the Revolving Facility) within two business days
after notice of such drawing is received by the Borrower
from the relevant Revolving Facility Issuing Bank. The
Revolving Lenders will be irrevocably and unconditionally
obligated to acquire participations in each letter of
credit, pro rata in accordance with their commitments
under the Revolving Facility, and to fund such
participations in the event the Borrower does not
reimburse an Issuing Bank for drawings within the time
period specified above.Incremental Facilities:
    
    The Senior Secured Facilities Documentation will permit
the Borrower to add one or more incremental term loan
facilities to the Senior Secured Facilities (each, an
Incremental Term Facility), one or more incremental
synthetic letter of credit facilities to the Senior
Secured Facilities (each, an Incremental Synthetic Letter
of Credit Facility) and/or increase commitments under the
Revolving Facility (any such increase, an Incremental
Revolving Facility; the Incremental Term Facilities, the
Incremental Synthetic Letter of Credit Facilities and the
Incremental Revolving Facilities are collectively referred
to as Incremental Facilities) in an aggregate amount of
up to $400,000,000; provided that (i) no existing Lender
will be required to participate in any such Incremental
Facility, (ii) no event of default or default exists or
would exist after giving effect thereto, (iii) the
aggregate principal amount of all Incremental Revolving
Facilities shall not exceed $100,000,000, (iv) the
maturity date of any such Incremental Term Facility shall
be no earlier than the maturity date of the Term Loan
Facilities and the weighted average life to maturity of
any such Incremental Term Facility shall not be less than
the remaining weighted average life to maturity of the
Term Loan Facilities at the time of the closing of such
Incremental Term Facility, (v) the maturity date of any
such Incremental Synthetic Letter of Credit Facility shall
be no earlier than the maturity date of the Synthetic
Letter of Credit Facility, (vi) the interest rates and
amortization schedule applicable to any Incremental Term
Facility shall be determined by the Borrower and the
lenders thereunder, (vii) the interest rates applicable to
any Incremental Synthetic Letter of Credit Facility shall
be determined by the Borrower and the lenders thereunder
and (viii) any Incremental Revolving Facility shall be on
terms and pursuant to documentation applicable to the
Revolving Facility (including the maturity date in respect
thereof) and any Incremental Term Facility and any
Incremental Synthetic Letter of Credit Facility shall be
on terms and pursuant to documentation to be determined,
provided that, to the extent such terms and
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documentation
are not consistent with, in the case of an Incremental
Term Facility, the Term Loan Facilities (except to the
extent permitted by clause (iv) or (vi) above) or, in the
case of an Incremental Synthetic Letter of Credit
Facility, the Synthetic Letter of Credit Facility (except
to the extent permitted by clause (v) and (vii) above),
they shall be reasonably satisfactory to the
Administrative Agent. It is understood that the
Incremental Facilities shall not be subject to any most
favored nation pricing provisions.
 Purpose:
    
    (A)
    
    The proceeds of the loans under the Initial Term Loan
Facility will be used to refinance the Existing Facilities
and for working capital and other general corporate
purposes of the Borrower and its subsidiaries.(B)
    
    The proceeds of loans under the Delayed Draw Term Loan
Facility will be used to finance permitted acquisitions,
other permitted investments and capital expenditures of
the Borrower and its subsidiaries.(C)
    
    The proceeds of loans under the Revolving Facility
will be used for working capital and other general
corporate purposes of the Borrower and its subsidiaries,
including financing of permitted acquisitions and other
permitted investments.(D)
    
    Letters of credit under the Revolving Facility and the
Synthetic Letter of Credit Facility will be used by the
Borrower for general corporate purposes of the Borrower
and its subsidiaries.Availability:
    
    (A)
    
    The full amount of the Initial Term Loan Facility must
be drawn in a single drawing on the date of the initial
borrowing under the Senior Secured Facilities (the
Closing Date). Amounts repaid or prepaid under the
Initial Term Loan Facility may not be reborrowed.(B)
    
    The Delayed Draw Term Loan Facility will be available
in one or more drawings in minimum amounts to be agreed at
any time until the first anniversary of the Closing Date.
Amounts borrowed under the Delayed Draw Term Loan Facility
that are repaid or prepaid may not be reborrowed.(C)
    
    Loans under the Revolving Facility will be available
on and after the Closing Date and at any time prior to the
final maturity of the Revolving Facility, in minimum
principal amounts to be agreed upon. Amounts prepaid
under the
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Revolving Facility may be reborrowed.(D)
    
    The full amount of the Synthetic Letter of Credit
Facility shall be funded on the Closing Date.Interest Rates and Fees
    
    
    
    As set forth on Annex I hereto.Final Maturity andAmortization:
    
    (A)
    
    The Initial Term Loan Facility will mature on March
15, 2014 and will amortize 1% per annum in equal quarterly
installments until the final maturity date.(B)
    
    The Revolving Facility will mature, and lending
commitments thereunder will terminate, on the sixth
anniversary of the Closing Date.(C)
    
    The Delayed Draw Term Loan Facility will mature on
March 15, 2014 and will amortize in equal quarterly
installments beginning on the last day of the first full
fiscal quarter to occur after the first anniversary of the
Closing Date (the First DD Amortization Payment Date) in
aggregate annual amounts equal to 1% of the actual
principal outstanding under the Delayed Draw Term Loan
Facility as of the First DD Amortization Payment Date,
with the balance payable on the final maturity date.(D)
    
    The Synthetic Letter of Credit Facility will terminate
on March 15, 2014.
 Guarantees:
    
    All obligations of the Borrower under the Senior Secured
Facilities and any treasury management, interest rate
protection or other hedging arrangements entered into with
a Lender or any affiliate of any Lender (collectively, the
Ancillary Arrangements), will be unconditionally
guaranteed (the Guarantees) by Holdings and each
existing and each subsequently acquired or organized
wholly-owned domestic restricted subsidiary of the
Borrower (other than immaterial subsidiaries, certain
subsidiaries to be agreed upon, which will include all
subsidiaries not providing guarantees of the Existing
Facilities, and only to the extent permitted by
contractual arrangements or applicable law or regulation)
(collectively, the Guarantors). Each Guarantor that
becomes a non-wholly owned subsidiary of the Borrower as
permitted by the Senior Secured Facilities Documentation
will be automatically released from its guarantee.Security:
    
    The Senior Secured Facilities, the Guarantees and any
Ancillary Arrangements will be secured by substantially
all material, owned
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assets of the Borrower and each of the
Guarantors and Pledgors (as defined below) (collectively,
the Collateral), including: (a) a perfected
first-priority pledge of all equity interests of the
Borrower and each of its subsidiaries (excluding any
equity interests that are not pledged to secure the
Existing Facilities), to the extent permitted by
applicable law and contractual arrangements, in each case
directly held by the Borrower, any Guarantor or any
Pledgor (which pledge, in the case of a foreign
subsidiary, shall be limited to 100% of the non-voting
equity interests (if any) and 65% of the voting equity
interests of such foreign subsidiary), and (b) perfected
security interests in, and mortgages on, substantially all
tangible and intangible assets of the Borrower and each
Guarantor and Pledgor (including accounts receivable,
inventory, equipment, investment property, intellectual
property, material owned real property, intercompany notes
(including, without limitation, intercompany notes under
which the obligor is a Pledgor, a Permitted JV or an
Unrestricted Subsidiary) and drag-along rights and
proceeds of the foregoing), and excluding (i) those assets
over which the granting of a security interest in such
assets would be prohibited by contract or applicable law
or the organizational documents of any non-wholly owned
subsidiary, or to the extent that such security interests
would result in adverse tax or accounting consequences as
determined by the Borrower, (ii) vehicles and other assets
subject to certificates of title, (iii) fee interests in
real property valued at less than an amount to be agreed
(with all required mortgages being permitted to be
delivered post-closing; provided that the Borrower uses
commercially reasonable efforts to provide the required
mortgages on the Closing Date), (iv) leaseholds, (v)
letter of credit rights, (vi) commercial tort claims and
(vii) other exceptions to be mutually agreed upon or that
are usual for facilities of this type for affiliates of
the Sponsor. There shall be no lockbox arrangements nor
any control agreements relating to the Borrowers and its
subsidiaries deposit or securities accounts.Each Guarantor that is released from its Guarantee as
permitted by the Senior Secured Facilities Documentation
but remains a subsidiary of the Borrower shall be a
Pledgor so long as such Pledgor is providing security
interests in its Collateral as set forth above.All the above-described pledges, security interests and
mortgages shall be created on terms, and pursuant to
documentation, reasonably satisfactory to the
Administrative Agent and subject to exceptions (including
customary permitted liens, including liens
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on the assets
of the Borrower and its subsidiaries permitted under the
Existing Facilities) usual for facilities of this type for
affiliates of the Sponsor and customary for borrowers in
the same industry as the Borrower permitted under the
definitive documentation for the Senior Secured Facilities
(the Senior Secured Facilities Documentation).Notwithstanding the foregoing, assets may be excluded from
the Collateral and subsidiaries may be excluded from
guarantee requirements under the Senior Secured Facilities
in circumstances where the Borrower and the Administrative
Agent agree that the cost of obtaining a security interest
in such assets or providing such a guarantee are excessive
in relation to the value afforded thereby.Ranking:
    
    The Term Loan Facilities, the Revolving Facility, the
Synthetic Letter of Credit Facility and the Ancillary
Arrangements shall rank equal in right of payment with one
another as between the holders of the obligations
outstanding thereunder, on the one hand, and the Borrower
and the Guarantors, on the other hand, and the Term Loan
Facilities, the Revolving Facility, the Synthetic Letter
of Credit Facility and the Ancillary Arrangements shall
share a lien of equal priority in the Collateral,
provided, however, that, following an acceleration of the
Borrowers obligations under the Senior Secured
Facilities, any amounts received on account of such
obligations shall be applied by the Administrative Agent,
first, ratably to the obligations of the Borrower and the
Guarantors in respect of the Revolving Facility and,
second, ratably to the obligations of the Borrower and the
Guarantors in respect of the Term Loan Facilities, the
Synthetic Letter of Credit Facility and the Ancillary
Arrangements.Following an acceleration of the Borrowers obligations
under the Senior Secured Facilities, Lenders under the
Term Loan Facilities and/or the Synthetic Letter of Credit
Facility shall have the right to purchase, at par plus
accrued but unpaid interest and fees, the outstanding
loans and commitments of the Revolving Lenders on mutually
acceptable terms to be set forth in the definitive loan
documentation for the Senior Secured Facilities.Senior Secured FacilitiesDocumentation:
    
    Except as otherwise specified herein, all Senior Secured
Facilities Documentation shall be in form usual for
facilities of this type for affiliates of the Sponsor.
Pledgors, Guarantors and Permitted JVs shall be treated in
the same manner for all purposes under the Senior Secured
Facilities Documentation (other than with respect to the
obligation of a Pledgor or Permitted JV to provide a
Guarantee or the obligation of a Permitted JV to pledge
Collateral).
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Certain FinancialDefinitions:
    
    The Senior Secured Leverage Ratio shall mean the ratio
of Senior Secured Net Indebtedness to Consolidated
Adjusted EBITDA (such terms to be defined in a manner
consistent with facilities of this type by affiliates of
the Sponsor, the definition of Senior Secured Net
Indebtedness to be defined as senior secured debt net of
unrestricted cash on hand and the definition of
Consolidated Adjusted EBITDA to include, without
limitation, an add-back for legal fees incurred in
conjunction with the Borrowers response to OIGs request
for information in an amount not to exceed $10 million per
year, with carry-over of unused amounts in any year).
Consolidated Net Income of the Borrower shall be defined
to include the consolidated net income of all Guarantors,
Pledgors and Permitted JVs, whether or not distributed to
minority equityholders, except as expressly provided in
clause (d) under Negative Covenants below.Mandatory Prepayments:
    
    Loans under the Term Loan Facilities shall be prepaid with:(a) 50% of the Borrowers annual excess cash flow (with
stepdowns to 25% and 0% if the Borrowers Senior Secured
Leverage Ratio is less than certain thresholds to be
agreed) (excess cash flow to be defined in a manner
consistent with facilities of this type by affiliates of
the Sponsor, such definition to provide for, among other
things, a deduction from excess cash flow, without
duplication among periods, of operating cash used to
finance acquisitions or capital expenditures or to be used
to finance planned capital expenditures or to finance
acquisitions for which contractual commitments exist);
provided that the first mandatory prepayment hereunder
shall be made following the first full fiscal year ending
after the Closing Date; provided further that any
voluntary prepayments of loans (including loans under the
Revolving Facility to the extent commitments thereunder
are permanently reduced by the amount of such prepayments)
other than any such prepayments which are funded pursuant
to the incurrence of other debt shall be credited against
excess cash flow prepayment obligations on a
dollar-for-dollar basis;(b) If the Borrowers Senior Secured Leverage Ratio is
greater than a certain threshold to be agreed, 100% of the
net cash proceeds of all non-ordinary course asset sales
or other dispositions of property (including equity
interests in subsidiaries) by the Borrower and its
restricted subsidiaries (including
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insurance and
condemnation proceeds), in excess of $5,000,000 per asset
sale or other disposition (subject to a mutually
acceptable aggregate cap on all such exempted transactions
subsequent to the Closing Date) and subject to exceptions
to be agreed upon and a 100% reinvestment right if
reinvested (or committed to be reinvested) within (i) 730
days with respect to a greenfield construction project or
(ii) 365 days with respect to any other reinvestment, of
such sale or disposition (and if committed to be
reinvested with the applicable period above, actually
reinvested within 3 years of such sale or disposition);
and(c) 100% of the net cash proceeds of incurrences of debt
obligations of the Borrower and its restricted
subsidiaries after the Closing Date (excluding proceeds
from any debt not prohibited under the Senior Secured
Facilities Documentation and with other exceptions, if
any, to be mutually agreed upon).The above-described mandatory prepayments shall be applied
pro rata to each of the outstanding Term Loan Facilities
and to remaining amortization payments under such Term
Loan Facilities as directed by the Borrower.Any Lender may elect not to accept any mandatory
prepayment (each a Declining Lender) of Loans under the
Term Loan Facilities. Any prepayment amount declined by a
Declining Lender shall be offered first to the
non-Declining Lenders under the Term Loan Facilities. To
the extent such prepayment amounts are not accepted by
such non-Declining Lenders, such amounts may be retained
by the Borrower.Voluntary Prepayments/
Reductions inCommitments:
    
    Voluntary reductions of the unutilized portion of the
Revolving Facility commitments and, prepayments of
borrowings under the Senior Secured Facilities and
voluntary withdrawals of the Synthetic Letter of Credit
Funded Amounts that are in excess of the aggregate face
amount of all Synthetic Letters of Credit then
outstanding, will be permitted at any time, in minimum
principal amounts to be agreed upon, without premium or
penalty, subject to reimbursement of the Lenders
redeployment costs actually incurred in the case of a
prepayment of Adjusted LIBOR borrowings other than on the
last day of the relevant interest period. All voluntary
prepayments of any of the Term Loan Facilities will be
applied to the remaining amortization payments under the
applicable Term Loan Facilities as directed by the
Borrower.
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Representationsand Warranties:
    
    Usual for facilities and transactions of this type for
affiliates of the Sponsor and limited to: financial
statements; no material adverse change; corporate
existence; compliance with laws; corporate power and
authority; enforceability of Senior Secured Facilities
Documentation; no conflict with law or contractual
obligations; no material litigation; ownership of
property; intellectual property; taxes; Federal Reserve
regulations; ERISA; Investment Company Act; subsidiaries;
environmental matters; solvency on a consolidated basis on
the Closing Date; accuracy of disclosure; creation and
perfection of security interests; and treatment as senior
debt under all subordinated debt and as designated senior
debt thereunder, subject, in the case of each of the
foregoing representations and warranties, to
qualifications and limitations for materiality customary
for financings of this kind with affiliates of the
Sponsor.Conditions Precedentto Initial Borrowing:
    
    Usual for facilities and transactions of this type for
affiliates of the Sponsor, and limited to: delivery of
customary legal opinions, delivery of customary evidence
of authority and officers certificates; payment of
required fees and expenses; delivery of a customary
solvency certificate (with respect to the Borrower and its
subsidiaries on a consolidated basis); delivery of
evidence of insurance; delivery of a customary borrowing
notice; delivery of customary documentation with respect
to the security arrangements contemplated herein; and
except as set forth in the Borrowers reports on Forms
10-K, 10-Q or 8-K filed with the Securities and Exchange
Commission on or prior to the date of this Commitment
Letter, the absence since September 30, 2006 of any event
that has had or would reasonably be expected to have,
either individually or in the aggregate, a material
adverse effect on the business, assets, liabilities or
financial condition of the Borrower and its subsidiaries,
taken as a whole.Conditions Precedentto Each Borrowing:
    
    The making of each extension of credit under the Senior
Secured Facilities shall be conditioned upon (a) the
accuracy of representations and warranties in all material
respects as of the date of such extension of credit, and
(b) the absence of defaults or events of default at the
time of, or after giving effect to the making of, such
extension of credit.Affirmative Covenants:
    
    Usual for facilities and transactions of this type for
affiliates of the Sponsor (to be applicable to the
Borrower and its restricted subsidiaries) and limited to: delivery of annual and quarterly financial statements,
annual budgets, officers certificates and other
information reasonably requested by the Administrative
Agent; use of proceeds; payment of taxes; continuation of
business and maintenance of existence and material rights
and privileges; compliance with laws; maintenance of
property and
 B-11




---



##### 



customary insurance provided that there shall
be no requirement to maintain insurance that is more
restrictive than industry practice; maintenance of books
and records; right of the Lenders to inspect property and
books and records under customary conditions to be agreed
upon; notices of defaults and litigation and other
material events; compliance with environmental laws;
additional Guarantors and Pledgors and collateral; and
further assurances with respect to guarantees, security
interests and related matters, subject, in the case of
each of the foregoing covenants, to exceptions and
qualifications to be agreed upon.Negative Covenants:
    
    Usual for facilities and transactions of this type for
affiliates of the Sponsor (to be applicable to the
Borrower and its restricted subsidiaries) and limited to: limitations on dividends or distributions on, and
redemptions and repurchases of, equity interests,
restricted investments and other restricted payments (with
exceptions to include, without limitation, (a) tax
distributions to equity owners of the Borrower, (b) at any
time after the fifth anniversary of the Closing Date and
provided that no event of default or payment default
exists, dividends by the Borrower to finance any AHYDO
catch-up payment related to the Holdings Loans and any
cash interest payments payable thereafter, (c) investments
in Guarantors and Pledgors, (d) investments in joint
ventures (each, a Permitted JV), and the purchase of any
minority interest in such Permitted JV; provided that (i)
the Borrower or any of its subsidiaries that is a
Guarantor or Pledgor shall own, directly or indirectly
(including, without limitation, through a Permitted JV),
at least 65% of the equity interests of any such Permitted
JV, (ii) the equity interests of such Permitted JV owned
by the Borrower, such Guarantor and/or such Pledgor shall
be pledged as Collateral and (iii) upon giving pro forma
effect to such investment and purchase, at the time of
such investment or purchase, no more than 30% of pro forma
Consolidated Adjusted EBITDA of the Borrower shall be
attributable to its ownership interest in all Permitted
JVs (in making this pro forma calculation, minority
interests in such joint venture and all other Permitted
JVs shall be excluded) and (e) a basket of $100.0
million for new investments in unrestricted subsidiaries);
limitations on prepayments, redemptions and repurchases of
subordinated debt and modification of instruments relating
thereto; limitations on liens (which shall permit pari
passuliens and subordinated liens securing debt incurred
in compliance with the below-referenced debt incurrence
test, subject to intercreditor terms customary for
financings involving affiliates of the Sponsor);
limitations on debt, guarantees and hedging arrangements
(which shall permit (1) the incurrence of debt by the
Borrower or any Guarantor, subject only to no default
 B-12




---



##### 



and compliance with a Senior Secured Leverage Ratio to be
agreed, (2) a basket of up to $100,000,000 in the
aggregate in respect of the incurrence of all third party
indebtedness by Pledgors and Permitted JVs, (3)
intercompany indebtedness of a Pledgor or Permitted JV, so
long as such indebtedness is owed to the Borrower, a
Guarantor or a Pledgor and documented in an intercompany
note that has been pledged to the Administrative Agent and
(4) other customary exceptions); limitations on mergers,
acquisitions (which shall be permitted on the terms set
forth in the next succeeding paragraph) and asset sales
(with exceptions to include, without limitation, (I) asset
swaps involving hospital facilities, provided that after
giving effect to any such swap, Consolidated Adjusted
EBITDA of the Borrower will be no less than 85% of
Consolidated Adjusted EBITDA of the Borrower immediately
prior to such swap and (II) subject to compliance with the
provisions hereof relating to mandatory prepayment
associated with sale of assets by the Borrower and its
subsidiaries, the syndication of up to 35% of the equity
interests in any of the Borrowers subsidiaries that own
hospitals to physicians, administrators and other persons
in the community where such hospitals are located);
limitations on transactions with affiliates; and
limitations on restrictions on ability of restricted
subsidiaries that are not Guarantors or Pledgors to pay
dividends or make distributions, subject, in the case of
each of the foregoing covenants, to exceptions,
qualifications and, as appropriate, baskets to be agreed
upon (including an available basket amount consisting of
an amount equal to $98,500,000 plus the greater of
retained excess cash flow or 50% (to be increased to 75%
upon achievement of a Senior Secured Leverage Ratio to be
agreed) of cumulative consolidated net income for the
period beginning on the first day of the fiscal quarter
commencing January 1, 2007 to the end of the most recently
completed fiscal quarter for which financial statements
are available at the time of measurement of such basket,
which available basket amount may be used for, among other
things, restricted investments, restricted payments and
the prepayment of subordinated debt).The Borrower or any restricted subsidiary will be
permitted to acquire Alliance Hospital, L.P. and make
other acquisitions so long as (a) there is no default, (b)
the Borrower would be in pro forma compliance with a
Senior Secured Leverage Ratio to be agreed after giving
effect thereto, (c) the acquired company or assets are in
the same or generally related line of business as the
Borrower and its subsidiaries and (d) the acquired company
and its subsidiaries (other than immaterial subsidiaries)
will become, in the case of any acquired entities
organized under the laws of the United States, Guarantors
or Pledgors and pledge their
 B-13




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##### 



Collateral to the
Administrative Agent. Acquisitions of entities that do
not become Guarantors or Pledgors (other than Permitted
JVs) will be limited to an aggregate amount to be agreed
upon by the Administrative Agent and the Borrower. Any
restricted subsidiary shall be permitted to issue up to
35% of its outstanding equity interests as consideration
for such permitted acquisition.Transactions not constituting otherwise permitted assets
sales that result in the release of Collateral by any
Guarantor or Pledgor shall be treated as investments under
the Senior Secured Facilities Documentation and may be
made to the extent permitted under the covenant relating
to limitations on restricted investments.Financial Covenants:
    
    None.UnrestrictedSubsidiaries:
    
    The Senior Secured Facilities Documentation will contain
provisions pursuant to which, subject to limitations to be
agreed (including customary limitations on investments,
loans and advances to, or other investments in,
unrestricted subsidiaries), the Borrower will be permitted
to designate any existing or subsequently acquired or
organized subsidiary as an unrestricted subsidiary and
subsequently re-designate any such unrestricted subsidiary
as a restricted subsidiary. Unrestricted subsidiaries
will not be subject to the affirmative or negative
covenant or event of default provisions of the Senior
Secured Facilities Documentation, and the results of
operations and debt of unrestricted subsidiaries will not
be taken into account for purposes of determining
compliance (to the extent applicable) with the negative
covenants and financial ratios contained in the Senior
Secured Facilities Documentation.Events of Default:
    
    Usual for facilities and transactions of this type for
affiliates of the Sponsor (subject, where appropriate, to
customary and other agreed upon grace periods and
exceptions) and limited to: nonpayment of principal,
interest or other amounts; violation of covenants;
incorrectness of representations and warranties in any
material respect; cross default and cross acceleration to
material debt of the Borrower or its subsidiaries;
bankruptcy of the Borrower or its material subsidiaries;
material monetary judgments in respect of the Borrower or
its material subsidiaries; ERISA events; actual or
asserted invalidity of material guarantees or security
documents; and Change of Control (to be defined in a
manner usual for facilities of this type for affiliates of
the Sponsor).Voting:
    
    Amendments and waivers of the Senior Secured Facilities
Documentation will require the approval of Lenders holding
more
 B-14




---



##### 



than 50% of the aggregate amount of loans,
commitments and synthetic letter of credit funded amounts
under the Senior Secured Facilities, except that (a) the
consent of each Lender adversely affected thereby shall be
required with respect to: (i) increases in the commitments
of such Lender, (ii) reductions of principal, interest or
fees, (iii) extensions of any amortization payment or
final maturity and (iv) releases of liens on all or
substantially all of the Collateral (other than as
permitted by the Senior Secured Facilities Documentation),
(b) the consent of 100% of the Lenders will be required
with respect to (i) modifications to any of the voting
percentages and (ii) modifications of the pro rata payment
provisions, (c) the consent of Lenders holding more than
50% of the advances under the Term Loan Facilities shall
be required with respect to any amendment or waiver that
changes the manner of application of any mandatory
prepayments, and (d) the consent of 100% of the Revolving
Lenders shall be required with respect to any amendment or
waiver that changes the manner of application of payments
in respect of the Senior Secured Facilities following
acceleration of the Borrowers obligations thereunder.The Senior Secured Facilities Documentation shall contain
customary provisions for replacing non-consenting Lenders
in connection with amendments and waivers requiring the
consent of all Lenders or of all Lenders directly affected
thereby so long as Lenders holding at least 50% of the
aggregate amount of the loans and commitments under the
Senior Secured Facilities shall have consented thereto.Cost and YieldProtection:
    
    Usual for facilities and transactions of this type for
affiliates of or funds advised by the Sponsor, it being
agreed that the definitive credit documentation will
provide customary provisions protecting the Borrower from
withholding tax liabilities in form and substance
reasonably satisfactory to the Borrower and the
Administrative Agent.Assignments andParticipations:
    
    The Lenders will be permitted to assign loans and
commitments and Synthetic Letter of Credit Funded Amounts
with the consent of the Borrower (unless a payment or
bankruptcy (with respect to the Borrower) event of default
has occurred and is continuing or such assignment is to a
Lender or an affiliate of a Lender), the Administrative
Agent (unless such assignment is an assignment of a
commitment or loan under a Term Loan Facility or of
Synthetic Letter of Credit Funded Amounts under the
Synthetic Letter of Credit Facility to a Lender or an
affiliate of a Lender) and, in the case of assignments
under the Revolving Facility, the Swingline Lender and
each principal Revolving Facility Issuing Bank, in each
case not to be unreasonably withheld or delayed. Each
 B-15




---



##### 



assignment (except to other Lenders or their affiliates)
will be in a minimum amount of (a) $5,000,000 in respect
of loans and commitments under the Revolving Facility and
(b) $1,000,000 in respect of loans and commitments under
the Term Loan Facilities and Synthetic Letter of Credit
Funded Amounts under the Synthetic Letter of Credit
Facility. Assignments will not be required to be pro rata
among the Senior Secured Facilities.The Lenders will be permitted to participate loans and
commitments without restriction in accordance with
applicable law. Voting rights of participants shall be
limited to matters set forth under Voting above with
respect to which the unanimous affirmative vote of all
Lenders would be required.Expenses andIndemnification:
    
    The Senior Secured Facilities Documentation will provide
that the Borrower shall pay all reasonable, documented,
out-of-pocket expenses of the Administrative Agent
(including the reasonable fees, disbursements and other
charges of counsel identified herein or otherwise retained
with the Borrowers consent) in connection with the
enforcement of the Senior Secured Facilities
Documentation.The Borrower will indemnify the Agents, the Arrangers, the
Lenders and their affiliates, and the officers, directors,
employees, affiliates, agents and controlling persons of
the foregoing, and hold them harmless from and against all
costs, expenses (including reasonable fees, disbursements
and other charges of counsel) and liabilities of any such
indemnified person arising out of or relating to any claim
or any litigation or other proceedings (regardless of
whether any such indemnified person is a party thereto)
that relate to the financing contemplated hereby, provided
that no indemnified person will be indemnified for its (or
any of its related parties) gross negligence, bad faith,
willful misconduct or breach of the Senior Secured
Facilities Documentation.Governing Lawand Forum:
    
    New York.Counsel to Agents andArrangers:
    
    Moore & Van Allen PLLC.
 B-16




---



##### 



Interest Rates:
    
    The interest rates under the Senior Secured Facilities will be as follows:Term Loan Facilities:At the option of the Borrower, (i) if
on the Closing Date, the Borrower
shall have received a corporate
rating of B1 or higher by Moodys and
a corporate family rating of B+ or
higher by S&P, Adjusted LIBOR plus
1.75% or ABR plus 0.75% and (ii) in
all other cases, Adjusted LIBOR plus
2.00% or ABR plus 1.00%. The
Arrangers will use their commercially
reasonable efforts to provide for the
institution of a senior secured
leverage-based pricing grid to be
determined with a single step-down
for interest rate margins in respect
of the Term Loan Facilities. If
applicable, the pricing grid for the
Term Loan Facilities would take
effect following the first full
fiscal quarter of the Borrower after
the Closing Date.Revolving Facility:At the option of the Borrower,
Adjusted LIBOR plus 1.75% or ABR plus
0.75%, subject to the step-downs
described below. All swingline loans
will be ABR loans based on the same
interest rate margins as other loans
under the Revolving Facility.As used herein:Adjusted LIBOR means the London
interbank offered rate, adjusted for
statutory reserve requirements.ABR means the higher of (a) the
Administrative Agents Prime Rate and
(b) the Federal Funds Effective Rate
plus 1/2 of 1%.Adjusted LIBOR borrowings may be made
for interest periods of 1, 2, 3 or 6
and, if available to all relevant
Lenders, 9 or 12 months or a shorter
period, as selected by the Borrower.Interest on loans and all fees will
be payable in arrears on the basis of
a 360-day year (calculated on the
basis of actual number of days
elapsed), provided that interest on
ABR loans, when based on the
Administrative Agents Prime Rate,
will be payable in arrears on the
basis of a 365-day year (or a 366-day
 B-17




---



##### 



year in a leap year), in each case
calculated on the basis of the actual
number of days elapsed. Interest
will be payable on Adjusted LIBOR
loans on the last day of the
applicable interest period (and at
the end of each three months, in the
case of interest periods longer than
three months) and upon prepayment,
and on ABR loans quarterly and upon
prepayment.Default Rate:
    
    With respect to overdue principal,
after notice from the Administrative
Agent, the applicable interest rate
plus 2.00% per annum and, with
respect to any other overdue amount,
after notice from the Administrative
Agent, the interest rate applicable
to ABR loans plus 2.00% per annum.Letter of Credit Fees:
    
    Revolving Letters of CreditA per annum fee equal to the
applicable spread over Adjusted LIBOR
under the Revolving Facility in
effect from time to time will accrue
on the aggregate face amount of
outstanding letters of credit under
the Revolving Facility, payable in
arrears at the end of each quarter
and upon termination of the Revolving
Facility. Such fees shall be
distributed to Revolving Lenders pro
rata in accordance with their
commitments under the Revolving
Facility. In addition, the Borrower
shall pay to each Revolving Facility
Issuing Bank, for its own account,
(a) a fronting fee of 0.125% on the
aggregate face amount of outstanding
letters of credit, payable in arrears
at the end of each quarter and upon
termination of the Revolving
Facility, and (b) the Revolving
Facility Issuing Banks customary
issuance and administration fees.Synthetic Letters of CreditA per annum fee equal to the spread
over Adjusted LIBOR under the Term
Loan Facilities will accrue on all
outstanding Synthetic Letter of
Credit Funded Amounts, and will be
payable in arrears at the end of each
quarter and upon the termination of
the Synthetic Letter of Credit
Facility, in each case for the actual
number of days elapsed over a 360-day
year. An amount equal to the
Investment Fee Rate shall also be
payable in arrears at the end of each
quarter and upon the termination of
the Synthetic Letter of Credit
Facility. Such fees and amounts
shall be distributed to the Lenders
participating in the Synthetic Letter
of Credit Facility pro rata in
accordance with the amount of each
such Lenders Synthetic Letter of
Credit Funded Amount. In addition,
the Borrower shall pay to the
Synthetic Letter of Credit Issuing
Bank, for its own account, (a) a
fronting
 B-18




---



##### 



fee equal to 0.125% of the
aggregate face amount of outstanding
Synthetic Letters of Credit, payable
in arrears at the end of each fiscal
quarter and upon the termination of
the Synthetic Letter of Credit
Facility, calculated based on the
actual number of days elapsed over a
360-day year, and (b) customary
issuance and administration fees.Investment of
Synthetic Letterof Credit Funded Amounts:
    
    The Administrative Agent shall invest
the Synthetic Letter of Credit Funded
Amounts so as to earn (except during
periods when, and to the extent to
which, such Synthetic Letter of
Credit Funded Amounts are being used
to reimburse the Synthetic Letter of
Credit Issuing Bank, including if
converted into a loan) a return (the
Return on Deposits) equal to (i) a
rate per annum, reset daily on each
business day for the period until the
next following business day, equal to
such business days rate for one
month eurodollar deposits minus (ii)
0.10% per annum (the Investment Fee
Rate). The Administrative Agent
will pay the Return on Deposits to
the Synthetic Letter of Credit
Facility Lenders quarterly in arrears
and upon the termination of the
Synthetic Letter of Credit Facility,
in each case for the actual number of
days elapsed over a 360-day year.Commitment Fees:
    
    The Borrower shall pay a commitment
fee of 0.50% per annum on the average
daily unused portion of the Revolving
Facility, payable quarterly in
arrears and subject to the step-downs
described below.The Borrower shall pay a commitment
fee of 1.00% per annum on the average
daily unused portion of the Delayed
Draw Term Loan Facility, payable
quarterly in arrears.Changes in Interest
Rate Margins and Commitment Fees:
    
    The Senior Secured Facilities
Documentation will contain provisions
under which, from and after the date
of delivery of the Borrowers
financial statements covering a
period of at least one full fiscal
quarter after the Closing Date, (a)
interest rate margins under the
Revolving Facility will be subject to
change based upon a leverage-based
grid set forth on Schedule A to this
Annex I and (b) commitment fees under
the Revolving Facility will be
subject to change based upon a
leverage-based grid set forth on
Schedule A to this Annex I.
 B-19




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##### 



Senior Secured Facilities Spreads and Commitment Fees
 Revolving FacilitySenior SecuredLeverage Ratio
    
    Adjusted LIBOR+
    
    
    ABR+
    
    
    Commitment FeesGreater than or equal to
2.25 to 1.00
    
    
    175
    
    
    
    75
    
    
    
    50Less than 2.25 to 1.00 but
greater than or equal to
1.75 to 1.00
    
    
    150
    
    
    
    50
    
    
    
    37.5Less than 1.75 to 1.00
    
    
    125
    
    
    
    25
    
    
    
    37.5
 B-20




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##### 



CONFIDENTIAL
    
    EXHIBIT C
 Iasis Healthcare  $300,000,000 Holdings Senior PIK Loans  Summary of Principal Terms and Conditions
  Borrower:
    
    IASIS Healthcare Corporation (Holdings).Administrative Agent:
    
    Banc of America Bridge LLC will act as the
sole administrative agent (in such capacity,
the Administrative Agent) for a syndicate of
financial institutions (the Lenders)
acceptable to Holdings, and will perform the
duties customarily associated with such role.Joint Lead Arrangers:
    
    Banc of America Securities LLC and Citigroup
Global Markets Inc. will act as the joint
lead arrangers and joint book managers (the
Arrangers) for the Holdings Loans, and will
perform the duties customarily associated with
such roles.Syndication Agent:
    
    Citigroup will act as syndication agent (the
Syndication Agent) for the Holdings Loans.Documentation Agent:
    
    At the option of the Borrower, one or more
financial institutions identified by the
Borrower and reasonably acceptable to the
Arrangers (each a Documentation Agent and,
together with the Administrative Agent and the
Syndication Agent, the Agents).Holdings SeniorPIK Loans:
    
    The Lenders will make senior unsecured PIK
loans (the Holdings Loans) to Holdings on
the Closing Date in an aggregate principal
amount of up to $300,000,000.Issue Price:
    
    99%Availability:
    
    The Lenders will make the Holdings Loans on
the Closing Date simultaneously with the
initial funding under the Senior Secured
Facilities.Purpose:
    
    The proceeds of the Holdings Loans will be
used to finance the Holdings Dividend on or
about the Closing Date.Maturity andAmortization:
    
    The Holdings Loans will mature on June 15,
2014 (the Maturity Date) and no amortization
payments will be made prior to the final
maturity date.Interest:
    
    The Holdings Loans will accrue interest at a
rate per annum equal to three-month Adjusted
LIBOR (as defined below) plus 5.00%.
 C-1




---



##### 



Until the fifth anniversary of the Closing
Date, interest will be paid by adding such
interest to the principal amount of the
outstanding Holdings Loans, quarterly in
arrears. After the fifth anniversary of the
Closing Date, interest shall be payable in
cash only.In addition, an AHYDO catch-up payment
provision will be included in the Holdings
Loan Documentation (as defined below).With respect to overdue principal, after
notice from the Administrative Agent, the
applicable interest rate plus 2.00% per annum
and, with respect to any other overdue amount,
after notice from the Administrative Agent,
the interest rate applicable to ABR loans plus
2.00% per annum.Interest on loans and all fees will be payable
in arrears on the basis of a 360-day year
(calculated on the basis of actual number of
days elapsed), provided that interest on loans
based on the Administrative Agents Prime Rate
will be payable in arrears on the basis of a
365-day year (or a 366-day year in a leap
year), in each case calculated on the basis of
the actual number of days elapsed. Interest
will be payable on Adjusted LIBOR loans on the
last day of the applicable interest period and
upon prepayment, and on ABR loans quarterly
and upon prepayment.As used herein, Adjusted LIBOR means the
London interbank offered rate, adjusted for
statutory reserve requirements.In the event that Adjusted LIBOR cannot be
determined, or any Lender is unable to
maintain Holdings Loans accruing interest at
Adjusted LIBOR, the affected Holdings Loans
will accrue interest until the Maturity Date
at ABR plus 4.00%. ABR means the higher of
(a) the Administrative Agents Prime Rate and
(b) the Federal Funds Effective Rate plus 1/2 of 1%.Ranking:
    
    The Holdings Loans will rank pari passuwith
other senior debt of Holdings.Guarantees:
    
    None.Security:
    
    None.Mandatory Redemption:
    
    After any payments required to be made to
repay the Senior Secured Facilities and the
Borrowers existing senior subordinated notes
due 2014 (the Senior Subordinated Notes),
Holdings will be required to offer to
repurchase the Holdings Loans upon the
occurrence of a change of control (to be
defined in a manner customary for affiliates
of the Sponsor), which offer shall be at 101%
of the principal amount thereof, plus accrued
and unpaid interest.
 C-2




---



##### 



Optional Redemption:
    
    Subject to the remainder of this paragraph,
the Holdings Loans will be redeemable at the
option of Holdings, in whole or in part, at
any time at par plus accrued and unpaid
interest to the redemption date plus
applicable LIBOR breakage costs, if any. The
Holdings Loans will be callable subject to
customary make-whole provisions at T+50 basis
points prior to the first anniversary of the
Closing Date and will be callable thereafter
at par plus accrued interest plus a premium
equal to (a) 2% if prepaid on or after the
first anniversary of the Closing Date and
prior to the second anniversary of the Closing
Date, (b) 1% if prepaid on or after the second
anniversary of the Closing Date and prior to
the third anniversary of the Closing Date and
(c) zero if prepaid at any time thereafter.Documentation:
    
    Usual for facilities and transactions of this
type for affiliates of the Sponsor and
reasonably acceptable to the Arrangers and
Holdings (such documentation, the Holdings
Loan Documentation).Conditions Precedent:
    
    Substantially the same as the conditions
precedent to the initial borrowings under the
Senior Secured Facilities.Representations and
Warranties:
    
    Substantially the same as the representations
and warranties in the Senior Secured
Facilities.Covenants:
    
    Consistent with those in the indenture
relating to the Senior Subordinated Notes, and
as adjusted to eliminate covenants
inappropriate for Holdings. The restricted
payments covenant will permit the Holdings
Dividend and restricted payments in an amount
equal to $35,000,000 plus 50% of cumulative
consolidated net income for the period
beginning on the first day of the fiscal
quarter in which the Closing Date occurs to
the end of the most recently completed fiscal
quarter for which financial statements are
available at the time of measurement.Financial Covenants:
    
    None.Events of Default:
    
    Consistent with those in the indenture
governing the Senior Subordinated Notes, as
adjusted to eliminate events of default
inappropriate for Holdings, and to include a
cross-acceleration (but not cross-default) to
the Senior Secured Facilities.In case an Event of Default shall occur and be
continuing, the holders of a majority in
aggregate principal amount of the Holdings
Loans then outstanding, by notice in writing
to Holdings, may declare the principal of, and
all accrued interest on, all Holdings Loans to
be due and payable immediately. If a
bankruptcy event of Holdings occurs, the
principal of and accrued interest on the
 C-3




---



##### 



Holdings Loans will be immediately due and
payable without any notice, declaration or
other act on the part of the holders of the
Holdings Loans. An acceleration notice may be
annulled and past defaults (except for
monetary defaults not yet cured) may be waived
by the holders of a majority in aggregate
principal amount of the Holdings Loans.Cost and Yield
Protection:
    
    Usual for facilities and transactions of this
type for affiliates of the Sponsor.Assignment and
Participation:
    
    Subject to the prior approval of the
Administrative Agent (such approval not to be
unreasonably withheld or delayed), the Lenders
will have the right to assign Holdings Loans
after the Closing Date without the consent of
Holdings.The Lenders will be permitted to participate
loans and commitments without restriction in
accordance with applicable law. Voting rights
of participants shall be limited to matters
set forth under Voting above with respect to
which the unanimous affirmative vote of all
Lenders would be required.Voting:
    
    Amendments and waivers of the Holdings Loan
Documentation will require the approval of
Lenders holding more than 50% of the
outstanding Holdings Loans, except that (a)
the consent of each affected Lender will be
required for (i) reductions of principal or
interest rates or applicable fees or premiums
or (ii) extensions of the Maturity Date and
(b) the consent of 100% of the Lenders will be
required with respect to modifications to any
of the voting percentages or the pro rata
payment provisions.Expenses andIndemnification:
    
    The Holdings Loan Documentation will provide
that Holdings shall pay all reasonable,
documented out-of-pocket expenses of the
Administrative Agent (including, without
limitation, the reasonable fees, disbursements
and other charges of counsel identified herein
or otherwise retained with Holdings consent)
in connection with the enforcement of the
Holdings Loan Documentation.Holdings will indemnify the Agents, the
Arrangers, the Lenders and their affiliates,
and the officers, directors, employees,
affiliates, agents and controlling persons of
the foregoing, and hold them harmless from
and against all costs, expenses (including,
without limitation, reasonable fees,
disbursements and other charges of counsel)
and liabilities of any such indemnified
person arising out of or relating to any
claim or any litigation or other proceedings
(regardless of whether any such indemnified
person is a party thereto) that relate to the
financing contemplated hereby, or any
transactions connected therewith, provided
that no indemnified person will be
indemnified for its (or any of its related
parties) gross negligence, willful
misconduct, bad faith or breach of the
Holdings Loan Documentation.Governing Law andForum:
    
    New York.Counsel for Agents andArrangers:
    
    Cahill Gordon & Reindel LLP.
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