<PAGE>

                                                                   EXHIBIT 10.25

                                 FIRST AMENDMENT

         THIS FIRST AMENDMENT (this "Amendment") dated as of May 21, 2003 (the
"Execution Date") to the Credit Agreement referenced below is by and among IASIS
Healthcare Corporation, a Delaware corporation (the "Borrower"), the Guarantors,
the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, a $475 million credit facility was established in favor of the
 Borrower pursuant to the terms of that certain Amended and Restated Credit
 Agreement (as amended, modified and supplemented from time to time, the "Credit
 Agreement") dated as of February 7, 2003 among the Borrower, the Guarantors
 identified therein, the Lenders identified therein and Bank of America, N.A.,
 as Administrative Agent;

         WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and

         WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
 valuable consideration, the receipt and sufficiency of which are hereby
 acknowledged, the parties hereto agree as follows:

         1.       Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.

         2.       Amendments. The Credit Agreement is amended in the following
respects:

         2.1      Subclause (ii)(B) contained in the first proviso in Section
4.02(e) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:

                  (B) with respect to all other Net Asset Sale Proceeds
         (including Syndication Proceeds in excess of $20,000,000 in such fiscal
         year), $25,000,000,

         2.2      The last sentence of Section 4.02(e) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

         If the Borrower is required to apply any portion of asset sale proceeds
         to prepay or offer to prepay Indebtedness evidenced by the Senior
         Subordinated Notes, the 2003 Senior Subordinated Notes or Permitted
         Subordinated Refinancing Indebtedness (under the terms of the Senior
         Subordinated Notes Indenture, 2003 Senior Subordinated Notes Indenture
         or the documentation relating thereto, as the case may be), then
         notwithstanding anything contained in this Agreement to the contrary
         the Borrower shall apply such asset sale proceeds as a mandatory
         prepayment of the principal of the outstanding Term Loans in accordance
         with requirements of Section 4.02(i).

         2.3      Section 7(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  (c)      Opinions of Counsel. On the Incremental Term Loan
         Borrowing Date, the Administrative Agent shall have received from
         Skadden, Arps, Slate, Meagher & Flom LLP,

<PAGE>

         special counsel to the Borrower and its Subsidiaries, an opinion
         addressed to the Administrative Agent, the Collateral Agent and each of
         the Lenders and dated as of such Incremental Term Loan Borrowing Date,
         and including, without limitation, opinions that such Incremental Term
         Loan will not conflict, breach or result in a default under the Senior
         Subordinated Notes Indenture or the 2003 Senior Subordinated Notes
         Indenture and such other matters incident to the transactions
         contemplated herein as the Administrative Agent and the Required
         Lenders may reasonably request in form consistent with the legal
         opinions provided to the Administrative Agent, the Collateral Agent and
         the Lenders on the Closing Date.

         2.4      Section 7(f) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  (f)      Compliance with the Senior Subordinated Notes
         Indenture and the 2003 Senior Subordinated Notes Indenture. On the
         Incremental Term Loan Borrowing Date, the Borrower shall deliver to the
         Administrative Agent a certificate (i) dated as of the Incremental Term
         Loan Borrowing Date and (ii) certifying that (A) the Incremental Term
         Loan Commitment Agreement and the incurrence of all Incremental Term
         Loans pursuant thereto and as permitted under this Agreement are, and
         when incurred or issued will be, permitted under the Senior
         Subordinated Notes Indenture and the 2003 Senior Subordinated Notes
         Indenture and shall constitute both "Senior Debt" and "Designated
         Senior Debt" thereunder and (B) all necessary governmental and material
         third party approvals required in connection the incurrence of such
         Incremental Term Loans have been obtained.

         2.5      The parenthetical at the end of Section 8.03(ii) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

         (including, without limitation, the Senior Subordinated Notes Indenture
         and the 2003 Senior Subordinated Notes Indenture)

         2.6      Section 8.12 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         8.12     Tax Shelter Regulations.

                  The Borrower does not intend to treat the Loans and/or Letters
         of Credit and related transactions as being a "reportable transaction"
         (within the meaning of Treasury Regulation Section 1.6011-4). In the
         event the Borrower determines to take any action inconsistent with such
         intention, it will promptly notify the Administrative Agent thereof. If
         the Borrower so notifies the Administrative Agent, the Borrower
         acknowledges that one or more of the Lenders may treat its Loans and/or
         its interest in Swingline Loans and/or Letters of Credit as part of a
         transaction that is subject to Treasury Regulation Section 301.6112-1,
         and such Lender or Lenders, as applicable, will maintain the lists and
         other records required by such Treasury Regulation.

         2.7      Section 8.23 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         8.23     Subordination.

                  The subordination provisions contained in the Senior
         Subordinated Notes Documents and the 2003 Senior Subordinated Notes
         Documents are enforceable against the Borrower, the

<PAGE>

         Guarantors and the holders of the Senior Subordinated Notes and the
         2003 Senior Subordinated Notes, and all Obligations hereunder
         (including, without limitation, the Guaranteed Obligations and the
         Incremental Term Loans) and under the other Credit Documents are within
         the definitions of "Senior Debt" and "Designated Senior Debt" included
         in such subordination provisions. There exists no Designated Senior
         Debt for purposes of, and as defined in, the Senior Subordinated Notes
         Indenture or the 2003 Senior Subordinated Notes Indenture (other than
         the Obligations).

         2.8      The last sentence of Section 9.01(f) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

         Promptly, and in any event within three Business Days after an officer
         of the Borrower or any of its Subsidiaries obtains knowledge thereof,
         notice of a Default or Event of Default under and as defined in 2003
         Senior Subordinated Notes Documents or the Senior Subordinated Notes
         Documents.

         2.9      A new Section 9.0l(k) is hereby added to the Credit Agreement
and shall read as follows:

         (k)      Tax Shelter Regulations. Promptly after the Borrower
         has notified the Administrative Agent of any intention by the Borrower
         to treat the Loans and/or Letters of Credit and related transactions as
         being a "reportable transaction" (within the meaning of Treasury
         Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or
         any successor form; and

         2.10     The reference to "$75,000,000" in Section 9.12(a)(iv) of the
Credit Agreement is hereby amended to read "$100,000,000".

         2.11     The reference to "$50,000,000" in Section 10.02(vii) of the
Credit Agreement is hereby amended to read "$75,000,000".

         2.12     A new clause (xviii) is hereby added after clause (xvii) in
Section 10.04 of the Credit Agreement and shall read as follows:

                  (xviii) unsecured Indebtedness of the Borrower and the
         Guarantors under the 2003 Senior Subordinated Notes and the other 2003
         Senior Subordinated Notes Documents in an aggregate principal not to
         exceed $125,000,000 at any one time outstanding.

         2.13     The following paragraph is hereby added at the end of Section
10.04 of the Credit Agreement and shall read as follows:

         provided, however, with respect to any Indebtedness proposed to be
         refinanced pursuant to clause (iii) or incurred or refinanced pursuant
         to clauses (vi), (xii), (xvi) or (xvii) hereof, such Indebtedness shall
         be permitted under this Section 10.04 only if the Administrative Agent
         shall have received written evidence from the Borrower satisfactory to
         the Administrative Agent demonstrating that after giving effect to the
         incurrence or refinancing of such Indebtedness at least $125,000,000 of
         the basket in each of Section 4.09(i) of the Senior Subordinated Notes
         Indenture and Section 4.09(i) of the 2003 Senior Subordinated Notes
         Indenture remains available to the Borrower for the borrowing of
         Revolving Loans pursuant to the terms hereof. The Borrower hereby
         certifies to the Lenders that the Tranche B Term Loans were incurred
         pursuant to the first paragraph of Section 4.09 of the Senior
         Subordinated Notes Indenture.

         2.14     Section 10.07(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

<PAGE>

                  (a)      The Borrower will not, and will not permit any of its
         Subsidiaries to, make any Capital Expenditures in any fiscal year in
         excess of the amount set forth in the table below opposite such fiscal
         year plus any unused amount available from the immediately preceding
         fiscal year (excluding any carry forward from any prior fiscal year);
         provided that, so long as (i) the Consolidated Leverage Ratio is less
         than 3.0:1.0 on a Pro Forma Basis after giving effect to such Capital
         Expenditure and (ii) no Default or Event of Default exists or would be
         caused thereby, the Borrower and its Subsidiaries may make unlimited
         Capital Expenditures.

<TABLE>
<CAPTION>
----------------------------------------------
                               Maximum Capital
Fiscal Year Ending              Expenditures
----------------------------------------------
<S>                            <C>
----------------------------------------------
September 30, 2003             $ 80,000,000
----------------------------------------------
September 30, 2004             $165,000,000
----------------------------------------------
September 30, 2005             $ 70,000,000
----------------------------------------------
September 30, 2006             $ 70,000,000
----------------------------------------------
September 30, 2007             $ 70,000,000
----------------------------------------------
September 30, 2008             $ 70,000,000
----------------------------------------------
September 30, 2009             $ 70,000,000
----------------------------------------------
</TABLE>

         2.15     Section 10.08 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  10.08    Consolidated Interest Coverage Ratio.

                           As of the end of each fiscal quarter, the Borrower
                  will not permit the Consolidated Interest Coverage Ratio for
                  the Test Period ended on the last day of such fiscal quarter
                  to be less than the ratio set forth opposite such fiscal
                  quarter below:

<TABLE>
<CAPTION>
Fiscal Quarter Ended            Ratio
--------------------            -----
<S>                           <C>
  March 31,2003               2.00:1.0
  June 30, 2003               2.00:1.0
September 30, 2003            2.00:1.0
December 31,2003              2.00:1.0
  March 31,2004               2.00:1.0
  June 30, 2004               2.00:1.0
September 30, 2004            2.00:1.0
 December 31,2004             2.00:1.0
  March 31,2005               2.15:1.0
  June 30, 2005                2.3:1.0
September 30, 2005             2.3:1.0
 December 31,2005              2.5:1.0
  March 31,2006                2.5:1.0
  June 30, 2006                2.5:1.0
September 30, 2006             2.5:1.0
 December 31,2006             2.75:1.0
  March 31,2007               2.75:1.0
  June 30, 2007               2.75:1.0
September 30, 2007            3.00:1.0
 December 31,2007             3.00:1.0
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    Fiscal Quarter Ended                                Ratio
    --------------------                                -----
<S>                                                   <C>
          March 31,2008                               3.25:1.0
           June 30, 2008                              3.25:1.0
September 30, 2008 and thereafter                     3.50:1.0
</TABLE>

                  Notwithstanding anything to the contrary contained in this
                  Agreement, all calculations of compliance with this Section
                  10.08 shall be made on a Pro Forma Basis.

         2.16     Section 10.09 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  10.09    Maximum Consolidated Leverage Ratio.

                           As of the end of each fiscal quarter, the Borrower
                  will not permit the Consolidated Leverage Ratio for the Test
                  Period ended on the last day of such fiscal quarter to be
                  greater than the ratio set forth opposite such fiscal quarter
                  below:

<TABLE>
<CAPTION>
Fiscal Quarter Ended                               Ratio
-----------------------------------------          -----
<S>                                               <C>
         March 31, 2003                           5.00:1.0
         June 30, 2003                            5.00:1.0
      September 30, 2003                          5.00:1.0
       December 31,2003                           5.00:1.0
         March 31, 2004                           5.00:1.0
         June 30, 2004                            5.00:1.0
      September 30, 2004                          5.00:1.0
       December 31, 2004                          5.00:1.0
         March 31,2005                            4.75:1.0
         June 30, 2005                            4.50:1.0
      September 30, 2005                          4.00:1.0
       December 31,2005                           4.00:1.0
         March 31,2006                            4.00:1.0
         June 30, 2006                            4.00:1.0
September 30, 2006 and thereafter                 3.50:1.0
</TABLE>

                  Notwithstanding anything to the contrary contained in this
                  Agreement, all calculations of compliance with this Section
                  10.09 shall be made on a Pro Forma Basis.

         2.17     Section 10.11 (ii) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

         (ii) amend or modify, or permit the amendment or modification of, any
         provision of any Senior Subordinated Note, any 2003 Senior Subordinated
         Note, Permitted Subordinated Refinancing Indebtedness or of any
         agreement (including, without limitation, any purchase agreement,
         indenture, loan agreement or security agreement) relating thereto or
         make any payment consistent with an amendment thereof or change
         thereto, if the effect of such amendment or change is to increase the
         interest rate on the Senior Subordinated Notes, 2003 Senior
         Subordinated Notes or the Permitted Subordinated Refinancing
         Indebtedness, change (to earlier dates) any dates upon which payments
         of principal or interest are due thereon, change any event of default
         or condition to an event of default with respect thereto (other than to
         eliminate any such event of default or increase any grace period
         related thereto), change the redemption, prepayment or defeasance
         provisions thereof, change the subordination provisions of such Senior
         Subordinated Notes, 2003

<PAGE>

         Senior Subordinated Notes or Permitted Subordinated Refinancing
         Indebtedness, as the case may be (or of any guaranty thereof), or
         change any collateral therefor (other than to release such collateral),
         or if the effect of such amendment or change, together with all other
         amendments or changes made, is to increase materially the obligations
         of the obligor thereunder or to confer any additional rights on the
         holders of such Senior Subordinated Notes, 2003 Senior Subordinated
         Notes or Permitted Subordinated Refinancing Indebtedness, as the case
         may be (or a trustee or other representative on their behalf), which
         would reasonably be expected to be materially adverse to any Credit
         Party or Lenders,

         2.18     The words "any 2003 Senior Subordinated Note," are hereby
inserted following the words "any Senior Subordinated Note," in the Section 10.1
l(iii) of the Credit Agreement.

         2.19     Subclauses (x) and (y) in Section 10.1 l(iii) of the Credit
Agreement are hereby amended and restated in their entireties to read as
follows:

         (x) the Borrower may exchange the Senior Subordinated Notes for
         Exchange Senior Subordinated Notes issued as contemplated in the
         definition of Senior Subordinated Notes and consistent with the
         requirements of the definition of Exchange Senior Subordinated Notes
         and the Borrower may exchange the 2003 Senior Subordinated Notes for
         2003 Exchange Senior Subordinated Notes issued as contemplated in the
         definition of 2003 Senior Subordinated Notes and consistent with the
         requirements of the definition of 2003 Exchange Senior Subordinated
         Notes, (y) provided that no Default or Event of Default has occurred
         and is continuing, any Senior Subordinated Notes, any 2003 Senior
         Subordinated Notes or Permitted Subordinated Refinancing Indebtedness
         may be refinanced with Permitted Subordinated Refinancing Indebtedness

         2.20     Section 10.12(c)(v) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

         (v) the Senior Subordinated Notes Documents, the 2003 Senior
         Subordinated Notes Documents and the documentation for Permitted
         Subordinated Refinancing Indebtedness

         2.21     Section 10.16 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         10.16    Designated Senior Debt.

                  The Borrower will not, and will not permit any of its
         Subsidiaries to (i) designate any Indebtedness (other than the
         Obligations) as "Designated Senior Debt" for purposes of, and as
         defined in, the Senior Subordinated Notes Indenture or the 2003 Senior
         Subordinated Notes Indenture or (ii) designate any documents with
         respect to any Indebtedness (other than this Agreement) as the "Credit
         Agreement" as defined in the Senior Subordinated Notes Indenture or the
         2003 Senior Subordinated Notes Indenture for purposes of the receipt of
         notices by the Administrative Agent, and delivery of blockage notices
         pursuant to the subordination provisions of the Senior Subordinated
         Notes Documents or the 2003 Senior Subordinated Notes Documents.

         2.22     Subclause (v) of the definition of Change of Control Event set
forth in Section 12.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

         (v) a "change of control" or similar event shall occur as provided in
         any Senior Subordinated Note Document, 2003 Senior Subordinated Note
         Document or in any other Material Indebtedness.

<PAGE>

         2.23     Subclause (v) of the definition of Hospital Investment Program
set forth in Section 12.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         (v) each Hospital Investment Program Participant (A) acknowledges in
         writing in a manner reasonably satisfactory to the Administrative Agent
         that (x) the relevant Subsidiary has guaranteed the Guaranteed
         Obligations and the obligations of the Borrower under the Senior
         Subordinated Notes and the 2003 Senior Subordinated Notes and has
         granted a security interest in its assets to secure such guaranty of
         the Guaranteed Obligations

         2.24     The following definitions in Section 12.01 of the Credit
Agreement are hereby amended and restated in their entirety to read as follows:

                  "Material Indebtedness" shall mean (i) the Senior Subordinated
         Notes, (ii) 2003 Senior Subordinated Notes, (iii) Permitted
         Subordinated Refinancing Indebtedness and (iv) any other Indebtedness
         of the Borrower or any Subsidiary the aggregate principal amount of
         which exceeds $1,000,000.

                  "Permitted Refinancing Indebtedness" shall mean any
         Indebtedness of the Borrower and its Subsidiaries issued or given in
         exchange for, or the proceeds of which are used to, extend, refinance,
         renew, replace, substitute or refund Existing Indebtedness,
         Indebtedness incurred pursuant to Section 10.04(vi), 10.04(xii) or
         10.04(xviii), or any Indebtedness issued to so extend, refinance,
         renew, replace, substitute or refund any such Indebtedness, so long as
         (a) such Indebtedness has a weighted average life to maturity greater
         than or equal to the weighted average life to maturity of the
         Indebtedness being refinanced, (b) such refinancing or renewal does not
         add guarantors, obligors or security from that which applied to such
         Indebtedness being refinanced or renewed, (c) the principal amount (or
         accreted value, if applicable) of such Permitted Refinancing
         Indebtedness does not exceed the principal amount (or accreted value,
         if applicable) of the Indebtedness so extended, refinanced, renewed,
         replaced, substituted or refunded (plus all accrued interest thereon
         and the amount of all fees, commissions, discounts, costs, expenses and
         premiums incurred in connection therewith), and (d) such refinancing or
         renewal Indebtedness has substantially the same (or, from the
         perspective of the Lenders, more favorable) subordination provisions,
         if any, as applied to the Indebtedness being renewed or refinanced.

                  "Permitted Subordinated Refinancing Indebtedness" shall mean
         Indebtedness of the Borrower issued or given in exchange for, or all
         the proceeds of which are used to refinance, all of the outstanding
         Senior Subordinated Notes or the 2003 Senior Subordinated Notes, so
         long as (a) such Indebtedness has a weighted average life to maturity
         greater than or equal to the weighted average life to maturity of the
         Senior Subordinated Notes or the 2003 Senior Subordinated Notes, as
         applicable, (b) such refinancing does not (i) add guarantors, obligors
         or security from that which applied to the Senior Subordinated Notes or
         the 2003 Senior Subordinated Notes, as applicable or (ii) provide for
         the payment of interest at a rate greater than the rate applicable to
         the Senior Subordinated Notes or the 2003 Senior Subordinated Notes, as
         applicable, (c) the principal amount (or accreted value, if applicable)
         of such Permitted Subordinated Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness so extended, refinanced, renewed, replaced, substituted or
         refunded (plus all accrued interest thereon and the amount of all fees,
         commissions, discounts, costs, expenses and premiums incurred in
         connection therewith), (d) such Indebtedness has substantially the same
         (or, from the perspective of the Lenders, more favorable) subordination
         provisions, if any, as applied to the Senior Subordinated Notes or the
         2003 Senior Subordinated Notes, as applicable, and (e) all other terms
         of such refinancing (including, without limitation,

<PAGE>

         with respect to the amortization schedules, redemption provisions,
         maturities, covenants, defaults and remedies), are not, taken as a
         whole, materially less favorable to the Borrower than those previously
         existing with respect to the Senior Subordinated Notes or the 2003
         Senior Subordinated Notes, as applicable.

                  "Subordinated Debt" shall mean (i) the indebtedness evidenced
         by the Senior Subordinated Notes, (ii) the indebtedness evidenced by
         the 2003 Senior Subordinated Notes and (iii) any other Indebtedness
         that is expressly subordinated in right and time of payment to the
         loans and obligations owing under this Agreement on terms and
         conditions reasonably acceptable to the Administrative Agent and the
         Required Lenders.

         2.25     The following definitions are hereby added to Section 12.01 of
the Credit Agreement in the appropriate alphabetical order and shall read as
follows:

                  "2003 Exchange Senior Subordinated Notes" shall mean 2003
         Senior Subordinated Notes which are substantially identical securities
         to the 2003 Senior Subordinated Notes, which 2003 Exchange Senior
         Subordinated Notes shall be issued pursuant to a registered exchange
         offer or private exchange offer for the 2003 Senior Subordinated Notes
         and pursuant to the 2003 Senior Subordinated Notes Indenture. In no
         event will the issuance of any 2003 Exchange Senior Subordinated Notes
         increase the aggregate principal amount of 2003 Senior Subordinated
         Notes then outstanding or otherwise result in an increase in an
         interest rate applicable to the 2003 Senior Subordinated Notes.

                  "2003 Senior Subordinated Notes" shall mean the Borrower's
         senior subordinated notes issued pursuant to the 2003 Senior
         Subordinated Notes Indenture (which senior subordinated notes shall
         contain material terms at least as favorable to the Borrower as the
         Senior Subordinated Notes) and as the same may be amended, modified or
         supplemented from time to time in accordance with the terms hereof and
         thereof. As used herein, the term "2003 Senior Subordinated Notes"
         shall include any 2003 Exchange Senior Subordinated Notes issued
         pursuant to the 2003 Senior Subordinated Notes Indenture in exchange
         for theretofore outstanding 2003 Senior Subordinated Notes.

                  "2003 Senior Subordinated Notes Documents" shall mean the 2003
         Senior Subordinated Notes, the 2003 Senior Subordinated Notes Indenture
         and all other documents executed and delivered in respect of the 2003
         Senior Subordinated Notes and the 2003 Senior Subordinated Notes
         Indenture, which 2003 Senior Subordinated Notes Documents shall contain
         material terms at least as favorable to the Borrower and the Guarantors
         as the Senior Subordinated Notes Documents, as the same may be amended,
         modified or supplemented from time to time in accordance with the terms
         hereof and thereof.

                  "2003 Senior Subordinated Notes Indenture" shall mean the
         Indenture to be entered into by the Borrower and the Guarantors, which
         Indenture shall contain material terms at least as favorable to the
         Borrower and the Guarantors as the Senior Subordinated Notes Indenture,
         as the same may be amended, modified or supplemented from time to time
         in accordance with the terms hereof and thereof.

         2.26     The following sentence is hereby added at the end of Section
14.15(a) of the Credit Agreement and shall read as follows:

                  Notwithstanding anything herein to the contrary, the Borrower
         hereby acknowledges and agrees that the Administrative Agent and each
         Lender may disclose without limitation of any

<PAGE>

         kind, any information with respect to the "tax treatment" and "tax
         structure" (in each case, within the meaning of Treasury Regulation
         Section 1.6011-4) of the transactions contemplated hereby and all
         materials of any kind (including opinions or other tax analyses) that
         are provided to the Administrative Agent or such Lender relating to
         such tax treatment and tax structure; provided that with respect to any
         document or similar item that in either case contains information
         concerning the tax treatment or tax structure of the transaction as
         well as other information, this sentence shall only apply to such
         portions of the document or similar item that relate to the tax
         treatment or tax structure of the Loans, Letters of Credit and
         transactions contemplated hereby.

         3.       Conditions Precedent. This Amendment shall be effective on the
date (the "Effective Date") on which the following conditions precedent have
been satisfied:

                  (a)      receipt by the Administrative Agent of this Amendment
         executed by the Borrower, the Guarantors and the Required Lenders;

                  (b)      receipt on or before the Effective Date by the
         Administrative Agent, for the ratable benefit of the Lenders that
         execute this Amendment (the "Approving Lenders"), of an amendment fee
         equal to 10 basis points (0.10%) on the Revolving Loan Commitment and
         outstanding Tranche B Term Loan of the Approving Lenders on the
         Execution Date;

                  (c)      receipt on or before the Effective Date by the
         Administrative Agent of all other fees and reasonable expenses due and
         payable by the Borrower in connection with this Amendment;

                  (d)      within ninety (90) days of the Execution Date, in
         connection with the Borrower's issuance of the 2003 Senior Subordinated
         Notes, both Moody's Investors Service and Standard & Poor's Ratings
         Group shall have confirmed in writing to the Administrative Agent that
         the Borrower's senior secured (bank loan) debt rating is identical to
         or more favorable than its senior secured (bank loan) debt rating on
         February 7, 2003;

                  (e)      within ninety (90) days of the Execution Date, the
         Borrower shall have simultaneously issued the 2003 Senior Subordinated
         Notes; and

                  (f)      receipt and approval by the Administrative Agent of
         the indenture (including without limitation the subordination
         provisions) for the 2003 Senior Subordinated Notes, such approval not
         to be unreasonably withheld or delayed.

         4.       Reaffirmation of Representations and Warranties. The Borrower
affirms that the representations and warranties in the Credit Agreement and the
other Credit Documents are true and correct in all material respects as of the
date hereof (except those which expressly relate to an earlier period or date).

         5.       Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and
consents to all of the terms and conditions of this Amendment, (ii) affirms all
of its obligations under the Credit Documents and (iii) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge such Guarantor's obligations under the Credit Agreement or
the other Credit Documents.

         6.       Reaffirmation of Security Interests. The Borrower and each
Guarantor (i) affirms that each of the Liens granted in or pursuant to the
Credit Documents are valid and subsisting and (ii) agrees that this Amendment
shall in no manner impair or otherwise adversely effect any of the Liens granted
in or pursuant to the Credit Documents.

<PAGE>

         7.       No Other Changes. Except as expressly modified hereby, all of
the terms and provisions of the Credit Agreement and the other Credit Documents
shall remain in full force and effect.

         8.       Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.

         9.       Governing Law. This Amendment shall be deemed to be a contract
made under, and for all purposes shall be construed in accordance with, the laws
of the State of New York.

                            [Signature Pages Follow]

<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date and year
first above written.

BORROWER:                  IASIS HEALTHCARE CORPORATION,
                           a Delaware corporation

                           By: /s/ John M. Doyle
                              ------------------------
                           Name: John M. Doyle
                           Title: VP. Treasures

GUARANTORS:                ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.,
                           a Delaware corporation
                           BAPTIST JOINT VENTURE HOLDINGS, INC.,
                           a Delaware corporation
                           BEAUMONT HOSPITAL HOLDINGS, INC.,
                           a Delaware corporation
                           BILTMORE SURGERY CENTER HOLDINGS, INC.,
                           a Delaware corporation
                           BILTMORE SURGERY CENTER, INC.,
                           an Arizona corporation
                           BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.,
                           a Delaware corporation
                           CLINICARE OF ARIZONA, INC.,
                           a Delaware corporation
                           CLINICARE OF TEXAS, INC.,
                           a Delaware corporation
                           CLINICARE OF UTAH, INC.,
                           a Delaware corporation
                           DAVIS HOSPITAL & MEDICAL CENTER, INC.,
                           a Delaware corporation
                           DAVIS SURGICAL CENTER HOLDINGS, INC.,
                           a Delaware corporation
                           FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.,
                           a Delaware corporation
                           IASIS FINANCE, INC.,
                           a Delaware corporation

                           By: /s/ John M. Doyle
                              ------------------------
                           Name: John M. Doyle
                           Title: VP. treasurer

                                              [Signature Pages Follow]

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

GUARANTORS (CONTINUED):    IASIS HEALTHCARE HOLDINGS, INC,
                           a Delaware corporation
                           IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC,
                           a Delaware corporation
                           IASIS MANAGEMENT COMPANY,
                           a Delaware corporation
                           IASIS TRANSCO, INC,
                           a Delaware corporation
                           JORDAN VALLEY HOSPITAL HOLDINGS, INC,
                           a Delaware corporation
                           MCS/AZ, INC,
                           a Delaware corporation
                           METRO AMBULATORY SURGERY CENTER, INC,
                           a Delaware corporation
                           PALMS OF PASADENA HOMECARE, INC,
                           a Delaware corporation
                           PIONEER VALLEY HEALTH PLAN, INC,
                           a Delaware corporation
                           PIONEER VALLEY HOSPITAL, INC,
                           a Delaware corporation
                           ROCKY MOUNTAIN MEDICAL CENTER, INC,
                           a Delaware corporation
                           SALT LAKE REGIONAL MEDICAL CENTER, INC,
                           a Delaware corporation
                           SANDY CITY HOLDINGS, INC,
                           a Delaware corporation
                           SOUTHRIDGE PLAZA HOLDINGS, INC,
                           a Delaware corporation
                           SSJ ST. PETERSBURG HOLDINGS, INC,
                           a Delaware corporation
                           TAMPA BAY STAFFING SOLUTIONS, INC,
                           a Delaware corporation

                           By: /s/ John M. Doyle
                              ------------------------
                           Name: John M. Doyle
                           Title: VP. treasurer

                                              [Signature Pages Follow]

<PAGE>

GUARANTORS (CONTINUED):    HEALTH CHOICE ARIZONA, INC.,
                           a Delaware corporation
                           JORDAN VALLEY HOSPITAL, LP,
                           a Delaware limited partnership
                           MEMORIAL HOSPITAL OF TAMPA, LP,
                           a Delaware limited partnership
                           MESA GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ODESSA REGIONAL HOSPITAL, LP,
                           a Delaware limited partnership
                           PALMS OF PASADENA HOSPITAL, LP,
                           a Delaware limited partnership
                           SOUTHWEST GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S MEDICAL CENTER, LP,
                           a Delaware limited partnership
                           TEMPE ST. LUKE'S HOSPITAL, LP,
                           a Delaware limited partnership
                           TOWN & COUNTRY HOSPITAL, LP,
                           a Delaware limited partnership

                           By: IASIS HEALTHCARE HOLDINGS, INC.,
                               general partner

                           By: /s/ John M. Doyle
                              ------------------------
                           Name: John M. Doyle
                           Title: VP. treasurer

                           IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC,
                           a Utah limited liability company

                           By: /s/ John M. Doyle
                              ------------------------
                           Name: John M. Doyle
                           Title: VP. treasurer

ADMINISTRATIVE AGENT:      BANK OF AMERICA, N.A.,
                           as Administrative Agent

                           By:_____________________________
                           Name:
                           Title:

<PAGE>

GUARANTORS (CONTINUED):    HEALTH CHOICE ARIZONA, INC.,
                           a Delaware corporation
                           JORDAN VALLEY HOSPITAL, LP,
                           a Delaware limited partnership
                           MEMORIAL HOSPITAL OF TAMPA, LP,
                           a Delaware limited partnership
                           MESA GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ODESSA REGIONAL HOSPITAL, LP,
                           a Delaware limited partnership
                           PALMS OF PASADENA HOSPITAL, LP,
                           a Delaware limited partnership
                           SOUTHWEST GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S MEDICAL CENTER, LP,
                           a Delaware limited partnership
                           TEMPE ST. LUKE'S HOSPITAL, LP,
                           a Delaware limited partnership
                           TOWN & COUNTRY HOSPITAL, LP,
                           a Delaware limited partnership

                           By: IASIS HEALTHCARE HOLDINGS, INC.,
                               general partner
                           By:____________________________________________
                           Name:
                           Title:

                           IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY,
                           LLC, a Utah limited liability company

                           By: IASIS HEALTHCARE CORPORATION,
                               manager

                           By:____________________________________________
                           Name:
                           Title:

ADMINISTRATIVE AGENT:        BANK OF AMERICA, N.A.,
                             as Administrative Agent

                             By: /s/ KEVIN WAGLEY
                                 -------------------------------------------
                             Name: KEVIN WAGLEY
                             Title: PRINCIPAL

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

GUARANTORS (CONTINUED):    HEALTH CHOICE ARIZONA, INC.,
                           a Delaware corporation
                           MEMORIAL HOSPITAL OF TAMPA, LP,
                           a Delaware limited partnership
                           MESA GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ODESSA REGIONAL HOSPITAL, LP,
                           a Delaware limited partnership
                           PALMS OF PASADENA HOSPITAL, LP,
                           a Delaware limited partnership
                           SOUTHWEST GENERAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S BEHAVIORAL HOSPITAL, LP,
                           a Delaware limited partnership
                           ST. LUKE'S MEDICAL CENTER, LP,
                           a Delaware limited partnership
                           TEMPE ST. LUKE'S HOSPITAL, LP,
                           a Delaware limited partnership
                           TOWN & COUNTRY HOSPITAL, LP,
                           a Delaware limited partnership

                           By: IASIS HEALTHCARE HOLDINGS, INC.,
                               general partner

                           By:____________________________________________
                           Name:
                           Title:

                           IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY,
                           LLC, a Utah limited liability company

                           By: IASIS HEALTHCARE CORPORATION,
                               manager

                           By:____________________________________________
                           Name:
                           Title:

ADMINISTRATIVE AGENT:        BANK OF AMERICA, N.A.,
                             as Administrative Agent

                             By:__________________________________________
                             Name:
                             Title:

LENDERS:                   CITICORP NORTH AMERICA, INC.
Name:

                           By:/s/ ALLEN FISHER
                              ----------------
                           Name: ALLEN FISHER

                                       12

<PAGE>

LENDERS:                   BANK OF AMERICA, N.A.,
                           as Lender

                           By:/s/ KEVIN WAGLEY
                              ----------------------
                           Name: KEVIN WAGLEY
                           Title: PRINCIPAL

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                           Title:

                           BANK OF AMERICA, N.A.,
                           as a Lender

                           By:____________________________________________
                           Name:
                           Title:

                           UBS AG, STAMFORD BRANCH

                           By: /s/ Wilfred V. Saint   By: /s/ Anthony N. Joseph
                               --------------------       ---------------------
                           Name: Wilfred V. Saint     Name: Anthony N. Joseph
                           Title: Associate Director  Title: Associate Director
                                  Banking Products           Banking Products
                                  Services, US               Services, US

                           GENERAL ELECTRIC CAPITAL CORPORATION

                           By: /s/ Jay Sepanski
                               -----------------------------
                           Name: Jay Sepanski
                           Title: Duly Authorized Signatory

                           RESIDENTIAL FUNDING CORPORATION DBA
                           GMAC-RFC HEALTH CAPITAL

                           By:____________________________________________
                           Name:
                           Title:

                           SAWGRASS TRADING LLC

                           By:____________________________________________
                           Name:
                           Title:

                           KZH ING-2 LLC

                           By:____________________________________________
                           Name:
                           Title:

                           KZH CYPRESS TREE-1 LLC

                           By:____________________________________________
                           Name:
                           Title:

                           KZH STERLING LLC

                           By:____________________________________________

                                       13

<PAGE>

LENDERS:                             Residential Funding Corporation
                                     ---------------------------------

                                     By: /s/ Kevin Howell
                                        --------------------------
                                     Name: Kevin Howell
                                     Title: Senior vice President

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             MAGNETITE ASSET INVESTORS, LLC
                                     MAGNETITE ASSET INVESTORS III, LLC
                                     MAGNETITE IV CLO, LIMITED
                                     MAGNETITE V CLO, LIMITED
                                     BLACKROCK SENIOR LOAN TRUST
                                     SENIOR LOAN FUND

                                     By: /s/ [ILLEGIBLE]
                                        --------------------------
                                     Name: [ILLEGIBLE]
                                     Title: Managing Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             BAVARIA TRR CORPORATION
                                     as Lender

                                     By: /s/ [ILLEGIBLE]
                                        --------------------------
                                     Name:
                                     Title:

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT


<PAGE>

                                     STEIN ROE FLOATING RATE
                                     LIMITED LIABILITY COMPANY

                                     By: Columbia Management Advisors, Inc,
                                     (f/k/a Stein Roe & Farnham Incorporated),
LENDERS:                             As Advisor

                                     By: /s/ Brian J. Murphy
                                         ----------------------------------
                                     Name: Brian J. Murphy
                                     Title: Vice President

<PAGE>

                                     Landmark II cDo Ltd

LENDERS:                         By: /s/ Aladdin Asset Management LLC as Manager
                                     -------------------------------------------
                                     By: [ILLEGIBLE]
                                         -------------------------
                                     Name: [ILLEGIBLE]
                                     Title: Authorized Signatory

<PAGE>

                                     Title:

                                     BANK OF AMERICA, N.A.,
                                     as a Lender

                                     By:_____________________________
                                     Name:
                                     Title:

                                     UBS AG, STAMFORD BRANCH

                                     By:_____________________________
                                     Name:
                                     Title:

                                     JUPITER LOAN FUNDING LLC

                                     By: /s/ ANN E. MORRIS
                                         ----------------------------
                                     Name: ANN E. MORRIS
                                     Title: ASST VICE PRESIDENT

                                     SRF 2000, INC.

                                     By: /s/ ANN E. MORRIS
                                         ----------------------------
                                     Name: ANN E. MORRIS
                                     Title: ASST VICE PRESIDENT

                                     SAWGRASS TRADING LLC

                                     By: /s/ ANN E. MORRIS
                                         ----------------------------
                                     Name: ANN E. MORRIS
                                     Title: ASST VICE PRESIDENT

                                     ELT LTD.

                                     By: /s/ ANN E. MORRIS
                                         ----------------------------
                                     Name: ANN E. MORRIS
                                     Title: AUTHORIZED AGENT

                                     WINGED FOOT FUNDING TRUST

                                     By: /s/ ANN E. MORRIS
                                         ----------------------------
                                     Name: ANN E. MORRIS
                                     Title: AUTHORIZED AGENT

                                     KZH STERLING LLC

                                     By: ____________________________
                                     Name:

                                       13

<PAGE>

LENDERS:                             GALAXY CLO 1999-1 LTD.

                                     By: /s/ W. Jeffrey Baxter
                                         -------------------------------
                                     Name: W. Jeffrey Baxter
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH ING-2 LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH CYPRESSTREE-1 LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH STERLING LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH SOLEIL LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH SOLEIL-2 LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             KZH RIVERSIDE LLC

                                     By: /s/ ROWENA SMITH
                                         --------------------------------
                                     Name: ROWENA SMITH
                                     Title: AUTHORIZED AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             COOKSMILL

                                     By: /s/ John R.M. CAMPBELL
                                         --------------------------------
                                     Name: JOHN R.M. CAMPBELL
                                     Title: AUTHORISED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                     BEAR STEARNS INVESTMENT PRODUCTS INC.

LENDERS:                             By: /s/ KEITH BARNISH
                                         -------------------------------
                                     Name: KEITH BARNISH
                                     Title: SENIOR MANAGING DIRECTOR

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                             CANDIAN IMPERIAL BANK OF COMMERCE

                                     By: /s/ JOHN LIVINGSTON
                                         --------------------------------
                                     Name: JOHN LIVINGSTON
                                     Title: AUTHORIZED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                     WINDSOR LOAN FUNDING, LIMITED
                                     By: Stanfield Capital Partners LLC
                                     As its Investment Manager

                                     By: /s/ Christopher E. Jansen
                                         ---------------------------------
                                     Name: Christopher E. Jansen
                                     Title: Managing Partner

                                     SUNAMERICA SENIOR FLOATING RATE FUND INC.
                                     By: Stanfield Capital Partners LLC
                                     As subadvisor

                                     By: /s/ Christopher E. Jansen
                                         ---------------------------------
                                     Name: Christopher E. Jansen
                                     Title: Managing Partner

                                     STANFIELD/RMF TRANSATLANTIC CDO, LTD.
                                     By: Stanfield Capital Partners LLC
                                     As its Collateral Manager

                                     By: /s/ Christopher E. Jansen
                                         ---------------------------------
                                     Name: Christopher E. Jansen
                                     Title: Managing Partner

                                     STANFIELD CARRERA CLO, LTD.
                                     By: Stanfield Capital Partners LLC
                                     As its Asset Manager

                                     By: /s/ Christopher E. Jansen
                                         ---------------------------------
                                     Name: Christopher E. Jansen
                                     Title: Managing Partner

                                       15

<PAGE>

                                     Centurion CDO II, Ltd.
                                     By: American Express Asset Management Group
                                     Inc, as Collateral Manager

LENDERS:                             ______________________________________

                                     By: /s/ Leanne Stavrakis
                                         ----------------------------------
                                     Name: Leanne Stavrakis
                                     Title: Director - Operations

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                CENTURION CDO VI, Ltd.
                                By: American Express Asset Management Group Inc.
                                as Collateral Manager

LENDERS:

                                By: /s/ Leanne Stavrakis
                                   -------------------------
                                Name:  Leanne Stavrakis
                                Title: Director - Operations

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                Sequila - Centurion V, Ltd.
                                By: American Express Asset Management Group Inc.
                                as Collateral Manager

LENDERS:

                                By: /s/ Leanne Stavrakis
                                   -------------------------
                                Name:  Leanne Stavrakis
                                Title: Director - Operations

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

First Amendment among
IASIS Helthcare Corporation

LENDERS:                        AMMC CDO I, LIMITED
                                By: American Money Management Corp.,
                                    as Collateral Manager

                                By: /s/ David P. Meyer
                                   --------------------------
                                Name:  David P. Meyer
                                Title: Vice President

                                AMMC CDO II, LIMITED
                                By: American Money Management Corp.,
                                    as Collateral Manager

                                By: /s/ David P. Meyer
                                   --------------------------
                                Name:  David P. Meyer
                                Title: Vice President

<PAGE>

LENDERS:                        CSAM FUNDING I
                                ------------------------------

                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------
                                Name:  ANDREW H. MARSHAK
                                Title: AUTHORIZED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                        FIRST DOMINION FUNDING I
                                ------------------------------

                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------
                                Name:  ANDREW H. MARSHAK
                                Title: AUTHORIZED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                        FIRST DOMINION FUNDING II
                                ------------------------------

                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------
                                Name:  ANDREW H. MARSHAK
                                Title: AUTHORIZED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                        FIRST DOMINION FUNDING III
                                ------------------------------

                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------
                                Name:  ANDREW H. MARSHAK
                                Title: AUTHORIZED SIGNATORY

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                        APEX (TRIMARAN) CDO I, LTD.
                                BY TRIMARAN ADVISORS, L.L.C.

                                By: /s/ David M. Millison
                                   ---------------------------
                                Name:  David M. Millison
                                Title: Managing Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                Carlyle High Yield Partners II, Ltd.

LENDERS:

                                By: /s/ LINDA PACE
                                   ---------------------------
                                Name:  LINDA PACE
                                Title: PRINCIPAL

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                Carlyle High Yield Partners III, Ltd.

LENDERS:

                                By:  /s/ LINDA PACE
                                   -----------------------------
                                Name:  LINDA PACE
                                Title: PRINCIPAL

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>


LENDERS:                                    Carlyle High Yield Partners IV, Ltd.
                                            ------------------------------------
                                            By: /s/ LINDA PACE
                                               ---------------------------------
                                            Name:  LINDA PACE
                                            Title: PRINCIPAL

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>



LENDERS:                                    Carlyle High Yield Partners, L.P.
                                            ---------------------------------
                                            By:  /s/ LINDA PACE
                                               --------------------------------
                                            Name:  LINDA PACE
                                            Title: PRINCIPAL

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

                                            Title:

                                            BANK OF AMERICA, N.A.,
                                            as a Lender

                                            By:_________________________________
                                            Name:
                                            Title:

                                            UBS AG, STAMFORD BRANCH

                                            By:_________________________________
                                            Name:
                                            Title:

                                            JUPITER LOAN FUNDING LLC

                                            By:_________________________________
                                            Name:
                                            Title:

                                            SRF 2000, INC.

                                            By:_________________________________
                                            Name:
                                            Title:

                                            SAWGRASS TRADING LLC

                                            By:_________________________________
                                            Name:
                                            Title:

                                            ELT LTD

                                            By: /s/ ANN E. MORRIS
                                                --------------------------------
                                            Name:  ANN E. MORRIS
                                            Title: AUTHORIZED AGENT

                                            WINGED FOOT FUNDING TRUST

                                            By:_________________________________
                                            Name:
                                            Title:

                                            KZH STERLING LLC

                                            By:_________________________________
                                            Name:
                                            Title:

                                       13
<PAGE>

                                 LONG LANE MASTER TRUST II
                                 By: Fleet National Bank as Trust Administrator,
                                 With respect to Series Eclipse

                                 By: /s/ Darcey F. Bartel
                                     -------------------------------------------
                                 Name:  Darcey F. Bartel
                                 Title: Director

<PAGE>

                                              FRANKLIN CLO IV, LIMITED
LENDERS:                                    ------------------------------------

                                            By: /s/ Richard D'Addario
                                                --------------------------------
                                            Name:  Richard D'Addario
                                            Title: Senior Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

                                              Franklin CLO III, Limited
LENDERS:                                    ------------------------------------

                                            By: /s/ Richard D'Addario
                                                --------------------------------
                                            Name:  Richard D'Addario
                                            Title: Senior Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

                                              Franklin CLO II, Limited
LENDERS:                                    ------------------------------------

                                            By: /s/ Richard D'Addario
                                                --------------------------------
                                            Name:  Richard D'Addario
                                            Title: Senior Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

LENDERS:                                FRANKLIN FLOATING RATE DAILY ACCESS FUND
                                        ----------------------------------------
                                        By: /s/ Richard D'Addario
                                            ------------------------------------
                                        Name:  Richard D'Addario
                                        Title: Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

LENDERS:                                    Franklin Floating Rate Master Series
                                            ------------------------------------
                                            By: /s/ Richard D'Addario
                                                --------------------------------
                                            Name:  Richard D'Addario
                                            Title: Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

LENDERS:                                    Franklin Floating Rate Trust
                                            ------------------------------------
                                            By: /s/ Richard D'Addario
                                                --------------------------------
                                            Name:  Richard D'Addario
                                            Title: Vice President

                                    IASIS HEALTHCARE CORPORATION FIRST AMENDMENT

<PAGE>

                     LENDERS:

                     ARCHIMEDES FUNDING IV, Ltd.
                     BY: ING Capital Advisors, LLC
                         as Collateral Manager

                     By: /s/ Helen Y. Rhee
                         --------------------------------
                         Helen Y. Rhee
                         SVP & Portfolio Manager

                     ENDURANCE CLO I, LTD
                     c/o ING Capital Advisors, LLC
                     As Portfolio Manager

                     By: /s/ Helen Y. Rhee
                         --------------------------------
                         Helen Y. Rhee
                         SVP & Portfolio Manager

                     ORYX CLO, Ltd., as a Lender
                     BY: ING Capital Advisors, LLC
                         As Collateral Manager

                     By: /s/ Helen Y. Rhee
                         --------------------------------
                         Helen Y. Rhee
                         SVP & Portfolio Manager

                     BALANCED HIGH-YIELD FUND II LTD., as Lender
                     By: ING Capital Advisors LLC,
                         as Asset Manager

                     By: /s/ Helen Y. Rhee
                         --------------------------------
                         Helen Y. Rhee
                         SVP & Portfolio Manager

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     AIM FLOATING RATE FUND
                     By: INVESCO Senior Secured Management Inc.
LENDERS:                 As Attorney in fact

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory


                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:

                     AMARA-I FINANCE, LTD.
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Financial Manager

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory


                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     AMARA 2 FINANCE, LTD.
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Financial Manager

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     AVALON CAPITAL LTD.
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Portfolio Advisor

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: ThomaS H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     AVALON CAPITAL LTD. 2
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Portfolio Advisor

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
                     LTD.
LENDERS:             By: INVESCO Senior Secured Management, Inc. As Subadvisor
                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     CHARTER VIEW PORTFOLIO
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Investment Advisor

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     DIVERSIFIED CREDIT PORTFOLIO LTD.
                      By: INVESCO Senior Secured Management, Inc.
LENDERS:                  as Investment Adviseor

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                     INVESCO EUROPEAN CDO I S.A.
                     By: INVESCO Senior Secured Management, Inc.
LENDERS:                 As Collateral Manager

                     By:/s/ Thomas H.B. Ewald
                        ---------------------------------
                     Name: Thomas H.B. Ewald
                     Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT
<PAGE>

                                 INVESCO CBO 2000-1 LTD.
                                 By: INVESCO Senior Secured Management, Inc.
                                     As Portfolio Advisor
LENDERS:

                                 By: /s/ Thomas H. B. Ewald
                                    ------------------------------------------
                                 Name: Thomas H. B. Ewald
                                 Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                 SEQUILS-LIBERTY, LTD.
                                 By: INVESCO Senior Secured Management, Inc.
                                     As Collateral Manager
LENDERS:

                                 By: /s/ Thomas H. B. Ewald
                                     -----------------------------------------
                                 Name: Thomas H. B. Ewald
                                 Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                 SARATOGA CLO I, LIMITED
                                 By: INVESCO Senior Secured Management, Inc.
                                     As Asset Manager
LENDERS:

                                 By: /s/ Thomas H. B. Ewald
                                     ---------------------------------------
                                 Name: Thomas H. B. Ewald
                                 Title: Authorized Signatory

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                         KATONAH I, LTD.
                                 ----------------------------------
                                 By: /s/ RALPH DELLA ROCCA
                                    -------------------------------
                                 Name:  RALPH DELLA ROCCA
                                 Title: Authorized Officer
                                        Katonah Capital, L.L.C.
                                            As Manager

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                         KATONAH II, LTD.
                                 -----------------------------------
                                 By: /s/ RALPH DELLA ROCCA
                                    -------------------------------
                                 Name:    RALPH DELLA ROCCA
                                 Title:   Authorized Officer
                                        Katonah Capital, L.L.C.
                                              As Manager

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                         KATONAH III, LTD.
                                 ----------------------------------
                                 By: /s/ RALPH DELLA ROCCA
                                    -------------------------------
                                 Name:  RALPH DELLA ROCCA
                                 Title: Authorized Officer
                                        Katonah Capital, L.L.C.
                                              As Manager

                                                   IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                         KATONAH IV, LTD.
                                 ----------------------------------
                                 By: /s/ RALPH DELLA ROCCA
                                    -------------------------------
                                 Name:   RALPH DELLA ROCCA
                                 Title:   Authorized Officer
                                        Katonah Capital, L.L.C.
                                              As Manager

                                                    IASIS HEALTHCARE CORPORATION

<PAGE>

LENDERS:                         Clydesdale CLO 2001-1, Ltd.
                                 ----------------------------------

                                 By: /s/ Elizabeth MacLean
                                    -------------------------------
                                 Name:  Elizabeth MacLean
                                 Title:     Director

NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
          AS
 COLLATERAL MANAGER

                                                    IASIS HEALTHCARE CORPORATION


<PAGE>

LENDERS:                         Clydesdale CLO 2003 Ltd.
                                 ----------------------------------

                                 By: /s/ Elizabeth MacLean
                                    -------------------------------
                                 Name:  Elizabeth MacLean
                                 Title: Director

                                     NOMURA CORPORATE RESEARCH
                                     AND ASSET MANAGEMENT INC.
                                               AS
                                              AGENT

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                            Nomura Bond & Loan Fund
                                    ----------------------------------
                                    By: /s/ Elizabeth MacLean
                                       -------------------------------
                                    Name:  Elizabeth MacLean
                                    Title: Director

By: UFJ Trust Company of New York
    as Trustee
By: Nomura Corporate Research and
    Asset Management Inc.
    Attorney In Fact

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                                 OAK HILL CREDIT PARTNERS I, LIMITED

                                         By: Oak Hill CLO Management I, LLC
                                         As Investment Manager

                                         By: /s/ Scott D. Krase
                                             --------------------------------
                                             Name: Scott D. Krase
                                             Title: Authorized Person

                                         OAK HILL CREDIT PARTNERS II, LIMITED

                                         By: Oak Hill CLO Management II, LLC
                                         As Investment Manager

                                         By: /s/  Scott D. Krase
                                             --------------------------------
                                             Name:  Scott D. Krase
                                             Title: Authorized Person

                                         OAK HILL SECURITIES FUND, L.P.

                                         By: Oak Hill Securities GenPar, L.P
                                         its General Partner

                                         By: Oak Hill Securities MGP,Inc.,
                                         its General Partner

                                         By: /s/ Scott D. Krase
                                             --------------------------------
                                             Name: Scott D. Krase
                                             Title: Vice President

                                         OAK HILL SECURITIES FUND II, L.P.

                                         By: Oak Hill Securities GenPar II, L.P.
                                         its General Partner

                                         By: Oak Hill Securities MGP II, Inc.,
                                         its General Partner

                                         By: /s/ Scott D. Krase
                                             -------------------------------
                                             Name: Scott D. Krase
                                             Title: Vice President

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         Name:
                                         Title:

                                         KZH SOLEIL LLC

                                         By:__________________________________
                                         Name:
                                         Title:

                                         KZH SOLEIL-2 LLC

                                         By:__________________________________
                                         Name:
                                         Title:

                                         KZH RIVERSIDE LLC

                                         By:__________________________________
                                         Name:
                                         Title:

                                         OPPENHEIMER SENIOR FLOATING RATE FUND

                                         By: /s/ Bill Campbell
                                              --------------------------------
                                         Name: Bill Campbell
                                         Title: Manager

                                         HarbourView CLO IV, Ltd.

                                         By: /s/ Bill Campbell
                                              --------------------------------
                                         Name: Bill Campbell
                                         Title: Manager

                                         HarbourView CLO V, Ltd.

                                         By: /s/ Bill Campbell
                                              --------------------------------
                                         Name: Bill Campbell
                                         Title: Manager

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                                 ORIX Finance Corp. I

                                         By: /s/ Sheppard H.C. Davis, Jr.
                                            ----------------------------------
                                         Name: Sheppard H.C. Davis, Jr.
                                         Title: Authorized Representative

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                                 Seaboard CLO 2000 Ltd.
                                         By: ORIX Capital Markets, LLC
                                           Its Collateral Manager

                                         By: /s/ Sheppard H.C. Davis, Jr.
                                            ----------------------------------
                                         Name: Sheppard H.C. Davis, Jr.
                                         Title: Managing Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         ING PRIME RATE TRUST
                                         By: ING Investments, LLC
LENDERS:                                     as its investment manager

                                         By: /s/ MICHEL PRINCE, CFA
                                            ----------------------------------
                                         Name: MICHEL PRINCE, CFA
                                         Title: VICE PRESIDENT

                                              ING SENIOR INCOME FUND
                                              By: ING Investments, LLC
                                                  as its investment manager

                                         ML CLO XV PILGRIM AMERICA
                                         (CAYMAN) LTD,
                                         By: ING Investments, LLC
                                             as its investment manager

                                         PILGRIM AMERICA HIGH INCOME
                                         INVESTMENTS LTD,
                                         By: ING Investments, LLC
                                             as its investment manager

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         BLACK DIAMOND CLO 2000-1 LTD.
LENDERS:                                 _____________________________________

                                         By: /s/ ALAN CORKISH
                                            ----------------------------------
                                         Name: ALAN CORKISH
                                         Title: Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         BLACK DIAMOND CLO 1996-1 LTD.
LENDERS:                                 _____________________________________

                                         By: /s/ ALAN CORKISH
                                            ----------------------------------
                                         Name: ALAN CORKISH
                                         Tltle: Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         BLACK DIAMOND INTERNATIONAL
                                         FUNDING, LTD.
LENDERS:                                 _____________________________________

                                         By: /s/ ALAN CORKISH
                                            ----------------------------------
                                         Name: ALAN CORKISH
                                         Title: Director

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

LENDERS:                                 SUNAMERICA LIFE INSURANCE CO.

                                         By: /s/ W. JEFFREY BAXTER
                                            ----------------------------------
                                         Name: W. JEFFREY BAXTER
                                         Title: Authorized Agent

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT

<PAGE>

                                         FIDELITY ADVISOR SERIES II: FIDELITY
                                         ADVISOR FLOATING RATE HIGH INCOME FUND

LENDERS:                                 _____________________________________

                                         By: /s/ JOHN H. COSTELLO
                                           -----------------------------------
                                         Name: JOHN H. COSTELLO
                                         Title: ASSISTANT TREASURER

                                                    IASIS HEALTHCARE CORPORATION
                                                                 FIRST AMENDMENT