<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                               THIRD AMENDMENT TO
                                CREDIT AGREEMENT

                           dated as of August 12, 2004

                                      among

                          ARDENT HEALTH SERVICES, INC.,
                                as the Borrower,

                           ARDENT HEALTH SERVICES LLC

                                       and

                          CERTAIN OF ITS SUBSIDIARIES,
                               as the Guarantors,

                          CITICORP NORTH AMERICA, INC.,
                 as Administrative Agent and Swing Line Lender,

                 CITIBANK, N.A. and BANK ONE, NA, as L/C Issuers

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

               BANK ONE, NA, GENERAL ELECTRIC CAPITAL CORPORATION
                             and UBS SECURITIES LLC,
                           as Co-Documentation Agents,

                                       and

                         The Other Lenders Party Hereto

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

                        CITIGROUP GLOBAL MARKETS INC. AND
                         BANC OF AMERICA SECURITIES LLC,
             as Joint Lead Arrangers and Joint Book Running Managers

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

================================================================================

<PAGE>

                               THIRD AMENDMENT TO
                                CREDIT AGREEMENT

      THIS THIRD AMENDMENT to Credit Agreement (this "Amendment") dated as of
August 12, 2004 is by and among Ardent Health Services, Inc., a Delaware
corporation (the "Borrower"), the Guarantors, the Lenders and Citicorp North
America, Inc., as Administrative Agent (as successor to Bank One, NA) (in such
capacity, "CNAI" or the "Administrative Agent") on behalf of itself and the
Lenders. All capitalized terms used herein but not otherwise defined herein
shall have the meanings provided to such terms in the Credit Agreement (as
defined below).

                               W I T N E S S E T H

      WHEREAS, a credit facility was established in favor of the Borrower
pursuant to the terms of that certain Credit Agreement dated as of August 19,
2003 among the Borrower, the Guarantors identified therein, the Lenders
identified therein and Bank One, NA, as Administrative Agent, as amended by that
certain First Amendment to Credit Agreement dated as of December 31, 2003 and
that certain Second Amendment to Credit Agreement dated as of July 12, 2004 (as
further amended, modified and supplemented from time to time, the "Credit
Agreement");

      WHEREAS, Bank One, NA desires, as of the Third Amendment Effective Date
(defined below), to resign as "Administrative Agent" and "Swing Line Lender"
respectively under the Loan Documents, CNAI desires, as of the Third Amendment
Effective Date, to be appointed as the "Administrative Agent" and the "Swing
Line Lender" and Citibank, N.A. desires, as of the Third Amendment Effective
Date, to be appointed as an "L/C Issuer" under the Loan Documents;

      WHEREAS, the Borrower has notified the Administrative Agent that AHS
Summit Hospital, LLC ("Summit"), a Guarantor under the Loan Documents, intends
to (a) form a wholly-owned limited liability company ("Newco") and (b) sell up
to fifty percent (50%) of the equity interests in Newco to Ochsner Clinic
Foundation or an Affiliate thereof ("Ochsner") for approximately $10,000,000 in
cash plus an amount equal to fifty percent (50%) of the working capital of the
assets transferred from Summit to Newco (the "Summit Equity Disposition");

      WHEREAS, (a) Section 2.05(b)(ii) of the Credit Agreement requires that a
certain percentage of the Net Cash Proceeds of any Disposition be applied to
prepay the Loans and (b) Section 8.05(c) of the Credit Agreement prohibits the
Parent or any of its Subsidiaries from disposing of a minority interest in any
Subsidiary;

      WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders (a) consent to the Summit Equity Disposition notwithstanding the terms
of Section 8.05(c) of the Credit Agreement, (b) agree that the Net Cash Proceeds
of the Summit Equity Disposition will not have to be used to prepay the Loans as
required by Section 2.05(b)(ii) of the Credit Agreement and (c) agree that
neither the transfer of assets from Summit to Newco nor the Summit Equity
Disposition will count toward the basket for permitted Dispositions contained in
Section 8.05(e) of the Credit Agreement;

      WHEREAS, the Borrower has requested the Lenders to amend the Credit
Agreement as set forth herein and to grant such consents and waivers as set
forth in Section 2 hereof; and

      WHEREAS, the Lenders have agreed to amend the Credit Agreement and to
grant such consents and waivers on the terms and conditions set forth herein.

<PAGE>

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

            (a)   The definition of "Additional Subordinated Indebtedness" in
      Section 1.01 is hereby amended by deleting the words "and the Syndication
      Agents" from such definition.

            (b)   The definition of "Administrative Agent" in Section 1.01 is
      hereby amended to read as follows:

                  "Administrative Agent" means CNAI in its capacity as
            administrative agent under any of the Loan Documents, or any
            successor administrative agent.

            (c)   The definition of "Administrative Agent Fee Letter" in Section
      1.01 is hereby amended to read as follows:

                  "Administrative Agent Fee Letter" means the letter agreement
            dated June 4, 2004 among the Borrower, CNAI and Citigroup Global
            Markets Inc.

            (d)   The definition of "Aggregate Revolving Commitments" in Section
      1.01 is hereby amended to read as follows:

                  "Aggregate Revolving Commitments" means the Revolving
            Commitments of all the Lenders. The amount of the Aggregate
            Revolving Commitments in effect on the Third Amendment Effective
            Date is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).

            (e)   The definition of "Applicable Rate" in Section 1.01 is hereby
      amended to read as follows:

                  "Applicable Rate" means (a) with respect to the Term Loan, a
            percentage per annum equal to (i) for Eurodollar Rate Loans, 2.25%
            and (ii) for Base Rate Loans, 1.25%, (b) in the case of the
            Incremental Term Loans, the percentage per annum determined on or
            prior to the applicable Incremental Term Loan Borrowing Date as set
            forth in the applicable Incremental Term Loan Commitment Agreement
            and (c) in the case of the Revolving Loans and the Letters of
            Credit, the following percentages per annum, based upon the
            Consolidated Leverage Ratio as set forth in the most recent
            Compliance Certificate received by the Administrative Agent pursuant
            to Section 7.02(b):

<TABLE>
<CAPTION>
Pricing                Consolidated             Letters of Credit and
  Tier                Leverage Ratio              Eurodollar Loans         Base Rate Loans
-------     ------------------------------      ---------------------      ---------------
<S>         <C>                                 <C>                        <C>
   1                   < 2.75:1.0                         1.75%                  0.75%
   2        > or = 2.75:1.0 but < 3.5:1.0                 2.00%                  1.00%
   3         > or = 3.5:1.0 but < 4.0:1.0                 2.25%                  1.25%
   4                  > or = 4.0 to 1.0                   2.50%                  1.50%

</TABLE>

                                       3
<PAGE>

            Any increase or decrease in the Applicable Rate resulting from a
            change in the Consolidated Leverage Ratio shall become effective as
            of the first Business Day immediately following the date a
            Compliance Certificate is required to be delivered pursuant to
            Section 7.02(b); provided, however, that if a Compliance Certificate
            is not delivered when due in accordance with such Section, then
            Pricing Tier 4 shall apply as of the first Business Day after the
            date on which such Compliance Certificate was required to have been
            delivered until the first Business Day immediately following the
            date a Compliance Certificate is delivered in accordance with
            Section 7.02(b), whereupon the Applicable Rate shall be adjusted
            based upon the calculation of the Consolidated Leverage Ratio
            contained in such Compliance Certificate. The Applicable Rate in
            effect from the Third Amendment Effective Date through the first
            Business Day immediately following the date a Compliance Certificate
            is required to be delivered pursuant to Section 7.02(b) for the
            fiscal quarter ending September 30, 2004 shall be determined based
            upon Pricing Tier 4. Notwithstanding anything to the contrary
            contained herein, if on the date that any Incremental Term Loan is
            incurred the Applicable Rate initially in effect for such
            Incremental Term Loan exceeds by more than 0.50% the Applicable Rate
            then in effect for the Revolving Loans, the Applicable Rate with
            respect to each Pricing Tier for the Revolving Loans shall be
            automatically increased by such excess over 0.50%.

            (f)   The definition of "Arrangers" in Section 1.01 is hereby
      amended to read as follows:

                  "Arrangers" means Citigroup Global Markets Inc. and Banc of
            America Securities LLC in their capacities as joint lead arrangers
            and joint book running managers.

            (g)   The definition of "Audited Financial Statements" in Section
      1.01 is hereby amended by replacing the reference to "December 31, 2002"
      therein with a reference to "December 31, 2003."

            (h)   The definition of "Base Rate" in Section 1.01 is hereby
      amended to read as follows:

                  "Base Rate" means a fluctuating interest rate per annum in
            effect from time to time, which rate per annum shall at all times be
            equal to the highest of:

                  (a)   the rate of interest announced publicly by Citibank in
            New York, New York, from time to time, as Citibank's base rate;

                  (b)   the sum (adjusted to the nearest 1/4 of 1% or, if there
            is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of
            1% per annum, plus (ii) the rate obtained by dividing (A) the latest
            three week moving average of secondary market morning offering rates
            in the United States for three month certificates of deposit of
            major United States money market banks, such three week moving
            average (adjusted to the basis of a year of 360 days) being
            determined weekly on each Monday (or, if such day is not a Business
            Day, on the next succeeding Business Day) for the three week period
            ending on the previous Friday by Citibank on the basis of such rates
            reported by certificate of deposit dealers to and published by the
            Federal Reserve Bank of New York or, if such publication shall be
            suspended or terminated, on the basis of quotations for such rates
            received by Citibank from three New York certificate of deposit
            dealers of recognized

                                       4
<PAGE>

            standing selected by Citibank, by (B) a percentage equal to 100%
            minus the average of the daily percentages specified during such
            three week period by the Board of Governors of the Federal Reserve
            System (or any successor) for determining the maximum reserve
            requirement (including, but not limited to, any emergency,
            supplemental or other marginal reserve requirement) for Citibank
            with respect to liabilities consisting of or including (among other
            liabilities) three month Dollar non personal time deposits in the
            United States, plus (iii) the average during such three week period
            of the annual assessment rates estimated by Citibank for determining
            the then current annual assessment payable by Citibank to the
            Federal Deposit Insurance Corporation (or any successor) for
            insuring Dollar deposits of Citibank in the United States; and

                  (c)   1/2 of 1% per annum above the Federal Funds Rate.

            (i)   The definition of "Behavioral Business" in Section 1.01 is
      hereby amended to read as follows:

                  "Behavioral Business" means the business of the Parent and its
            Subsidiaries of operating behavioral hospitals.

            (j)   The definition of "Commitment" in Section 1.01 is hereby
      amended to read as follows:

                  "Commitment" means, as to each Lender, the Revolving
            Commitment of such Lender, the Term Loan Commitment of such Lender
            and/or the Incremental Term Loan Commitment of such Lender.

            (k)   The definition of "Consolidated EBITDA" in Section 1.01 is
      hereby amended to read as follows:

                  "Consolidated EBITDA" means, for any period, for the Parent
            and its Subsidiaries on a consolidated basis, an amount equal to
            Consolidated Net Income for such period plus (a) (to the extent
            deducted in calculating such Consolidated Net Income) (i)
            Consolidated Interest Charges for such period, (ii) the provision
            for federal, state, local and foreign income taxes payable by the
            Parent and its Subsidiaries for such period, (iii) the amount of
            depreciation and amortization expense for such period, (iv) any
            non-recurring fees, charges and cash expenses made or incurred in
            connection with the Transactions, (v) any extraordinary or
            non-recurring cash losses or expenses related to executive
            recruitment, severance and retirement compensation and losses
            related to Permitted Acquisitions in an amount not to exceed in the
            aggregate (x) $1,900,000 for the fiscal quarter ending December 31,
            2003, (y) $2,200,000 for the fiscal quarter ending March 31, 2004
            and (z) $2,450,000 for the fiscal quarter ending June 30, 2004, (vi)
            any other non-cash charges for such period minus (b) (to the extent
            added back pursuant to clause (a)(vi) above in a previous period)
            all cash charges made during such period on account of reserves,
            restructuring charges and other non-cash charges, all as determined
            in accordance with GAAP. Notwithstanding anything to the contrary in
            this Agreement, for purposes of calculating the Consolidated
            Interest Coverage Ratio, the Consolidated Leverage Ratio and the
            Consolidated Senior Leverage Ratio as of the end of the fiscal
            quarters ending September 30, 2004, December 31, 2004 and March 31,
            2005, Consolidated EBITDA for the twelve month period ending as of
            the applicable fiscal quarter shall be determined as follows:

                                       5
<PAGE>

            Date of Fiscal Quarter End

            September 30, 2004    (a) $63,851,000 plus (b) $3,750,000 plus (c)
                                  $4,945,000 plus (d) actual Consolidated EBITDA
                                  for the Parent and its Subsidiaries (prior to
                                  giving effect to the Hillcrest Acquisition and
                                  the Cimarron Acquisition) for the three month
                                  period ending on June 30, 2004 plus (e) actual
                                  Consolidated EBITDA for the three month period
                                  ending on September 30, 2004 plus (f)
                                  $2,700,000.

            December 31, 2004     (a) $36,450,000 plus (b) $2,500,000 plus (c)
                                  $4,945,000 plus (d) actual Consolidated EBITDA
                                  for the Parent and its Subsidiaries (prior to
                                  giving effect to the Hillcrest Acquisition and
                                  the Cimarron Acquisition) for the three month
                                  period ending on June 30, 2004 plus (e) actual
                                  Consolidated EBITDA for the six month period
                                  ending on December 31, 2004 plus (f)
                                  $2,700,000.

            March 31, 2005        (a) $4,945,000 plus (b) $1,250,000 plus (c)
                                  actual Consolidated EBITDA for the Parent and
                                  its Subsidiaries (prior to giving effect to
                                  the Hillcrest Acquisition and the Cimarron
                                  Acquisition) for the three month period ending
                                  on June 30, 2004 plus (d) actual Consolidated
                                  EBITDA for the nine month period ending on
                                  March 31, 2005 plus (e) $2,700,000.

            (l)   The definition of "Consolidated Funded Indebtedness" in
      Section 1.01 is hereby amended by deleting the words "determined in
      accordance with GAAP" from such definition.

            (m)   The definition of "Consolidated Interest Charges" in Section
      1.01 is hereby amended by adding a proviso to the end of such definition
      to read as follows:

            provided, however, that (1) Consolidated Interest Charges for the
            four fiscal quarter period ending September 30, 2004 shall be
            calculated as Consolidated Interest Charges for the fiscal quarter
            period ending September 30, 2004 multiplied by four, (2)
            Consolidated Interest Charges for the four fiscal quarter period
            ending December 31, 2004 shall be calculated as Consolidated
            Interest Charges for the two fiscal quarter period ending December
            31, 2004 multiplied by two and (3) Consolidated Interest Charges for
            the four fiscal quarter period ending March 31, 2005 shall be
            calculated as Consolidated Interest Charges for the three fiscal
            quarter period ending March 31, 2005 multiplied by one and one
            third.

            (n)   The definition of "Disposition" is hereby amended by adding
      the following language immediately after clause (ix) of such definition to
      read as follows:

                  and (x) the transfer by the Borrower to SPV of the Borrower's
            right to purchase the SPV Assets in accordance with the terms of the
            Hillcrest Purchase Agreement; provided such SPV Assets are
            transferred to a Loan Party and the indebtedness owing by SPV to the
            Borrower is repaid within 180 days of the Third Amendment Effective
            Date.

            (o)   The definition of "Eurodollar Rate" in Section 1.01 is hereby
      amended to read as follows:

                                       6
<PAGE>

                  "Eurodollar Rate" means, for any Interest Period for all
            Eurodollar Rate Loans comprising part of the same Borrowing, an
            interest rate per annum equal to the rate per annum obtained by
            dividing (a) the rate per annum (rounded upwards, if necessary, to
            the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any
            successor page) as the London interbank offered rate for deposits in
            Dollars at 11:00 A.M. (London time) two Business Days before the
            first day of such Interest Period for a period equal to such
            Interest Period (provided, that, if for any reason such rate is not
            available, the term "Eurodollar Rate" shall mean, for any Interest
            Period for all Eurodollar Rate Loans comprising part of the same
            Borrowing, the rate per annum (rounded upwards, if necessary, to the
            nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the
            London interbank offered rate for deposits in Dollars at
            approximately 11:00 A.M. (London time) two Business Days prior to
            the first day of such Interest Period for a term comparable to such
            Interest Period); provided, however, if more than one rate is
            specified on Reuters Screen LIBO Page, the applicable rate shall be
            the arithmetic mean of all such rates) by (b) a percentage equal to
            100% minus the Eurodollar Reserve Percentage for such Interest
            Period.

            (p)   The definition of "Eurodollar Reserve Percentage" in Section
      1.01 is hereby amended to read as follows:

                  "Eurodollar Reserve Percentage" for any Interest Period for
            all Eurodollar Rate Loans comprising part of the same Borrowing
            means the reserve percentage applicable two Business Days before the
            first day of such Interest Period under regulations issued from time
            to time by the Board of Governors of the Federal Reserve System (or
            any successor) for determining the maximum reserve requirement
            (including, without limitation, any emergency, supplemental or other
            marginal reserve requirement) for a member bank of the Federal
            Reserve System in New York City with respect to liabilities or
            assets consisting of or including Eurocurrency Liabilities (or with
            respect to any other category of liabilities that includes deposits
            by reference to which the interest rate on Eurodollar Rate Loans is
            determined) having a term equal to such Interest Period.

            (q)   The definition of "Excess Cash Flow" in Section 1.01 is hereby
      amended to read as follows:

                  "Excess Cash Flow" means, with respect to any fiscal year
            period of the Parent and its Subsidiaries on a consolidated basis,
            an amount equal to (a) Consolidated EBITDA minus (b) Consolidated
            Capital Expenditures minus (c) the cash portion of Consolidated
            Interest Charges minus (d) Federal, state and other taxes to the
            extent the same are paid in cash during such period by the Parent
            and its Subsidiaries on a consolidated basis minus (e) Consolidated
            Scheduled Funded Indebtedness Payments minus (f) increases in
            Consolidated Working Capital plus (g) decreases in Consolidated
            Working Capital.

            (r)   Clause (a) of the definition of "Excluded Property" in Section
      1.01 is hereby amended to read as follows:

                  (a) (i) any owned or leased real or personal Property which is
            located outside of the United States unless requested by the
            Administrative Agent or the Required Lenders and (ii) those certain
            owned or leased real properties acquired pursuant to the Hillcrest
            Acquisition other than those properties set forth on Schedule
            1.01(b) hereto,

                                       7
<PAGE>

            (s)   The definition of "Federal Funds Rate" in Section 1.01 is
      hereby amended to read as follows:

                  "Federal Funds Rate" means, for any period, a fluctuating
            interest rate per annum equal for each day during such period to the
            weighted average of the rates on overnight Federal funds
            transactions with members of the Federal Reserve System arranged by
            Federal funds brokers, as published for such day (or, if such day is
            not a Business Day, for the next preceding Business Day) by the
            Federal Reserve Bank of New York, or, if such rate is not so
            published for any day that is a Business Day, the average of the
            quotations for such day for such transactions received by the
            Administrative Agent from three Federal funds brokers of recognized
            standing selected by it.

            (t)   Clause (d) of the definition of "Funded Indebtedness" in
      Section 1.01 and the last sentence of such definition are each hereby
      amended to read, respectively, as follows:

                  (d)   all obligations arising under bankers' acceptances, bank
            guaranties, surety bonds and similar instruments, but excluding all
            obligations arising under letters of credit;

                  For purposes hereof, (x) the amount of any direct obligation
            arising under bankers' acceptances, bank guaranties, surety bonds
            and similar instruments, but excluding all obligations arising under
            letters of credit, shall be the maximum amount available to be drawn
            thereunder and (y) the amount of any Guarantee shall be the amount
            of the Indebtedness subject to such Guarantee.

            (u)   Clause (a) of the definition of "Indebtedness" in Section 1.01
      and the last sentence of such definition are each hereby amended to read,
      respectively, as follows:

                  (a)   all Funded Indebtedness and all obligations arising
            under letters of credit (including standby and commercial);

                  For purposes hereof (x) the amount of any direct obligation
            arising under letters of credit (including standby and commercial)
            shall be the maximum amount available to be drawn thereunder, (y)
            the amount of any net obligation under any Swap Contract on any date
            shall be deemed to be the Swap Termination Value thereof as of such
            date and (z) the amount of any Guarantee shall be the amount of the
            Indebtedness subject to such Guarantee.

            (v)   The language preceding the proviso in the definition of
      "Interest Period" in Section 1.01 is hereby amended to read as follows:

                  "Interest Period" means as to each Eurodollar Rate Loan, the
            period commencing on the date such Eurodollar Rate Loan is disbursed
            or converted to or continued as a Eurodollar Rate Loan and ending on
            the date one, two, three, six or, if available to all Lenders, nine
            or twelve months thereafter, as selected by the Borrower in its Loan
            Notice;

                                       8
<PAGE>

            (w)   The definition of "L/C Issuer" in Section 1.01 is hereby
      amended to read as follows:

                  "L/C Issuer" means (a) Citibank in its capacity as issuer of
            Letters of Credit hereunder, (b) Bank One in its capacity as issuer
            of Letters of Credit, (c) Bank of Oklahoma, N.A. in its capacity as
            issuer of Letters of Credit and/or (d) any other Lender holding a
            Revolving Commitment hereunder who has been selected by the Borrower
            and approved by the Administrative Agent and who has agreed to be an
            L/C Issuer hereunder in accordance with the terms hereof. When used
            in this Agreement, the term "L/C Issuer" shall apply to the
            applicable L/C Issuer that has issued or has been requested to issue
            a particular Letter of Credit or all L/C Issuers, as the context may
            require.

            (x)   The definition of "Loan Notice" in Section 1.01 is hereby
      amended to read as follows:

                  "Loan Notice" means a notice of (a) a Borrowing of Revolving
            Loans, the Term Loan or Incremental Term Loans, (b) a conversion of
            Loans from one Type to the other, or (c) a continuation of
            Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
            writing, shall be substantially in the form of Exhibit E.

            (y)   The definition of "Loans" in Section 1.01 is hereby amended to
      read as follows:

                  "Loans" means an extension of credit by a Lender to the
            Borrower under Article II in the form of a Revolving Loan, Swing
            Line Loan, Term Loan or an Incremental Term Loan.

            (z)   The definition of "Material Domestic Subsidiary" in Section
      1.01 is hereby amended to read as follows:

                  "Material Domestic Subsidiary" means any Domestic Subsidiary
            that (a) as of the end of any fiscal quarter period, has total
            assets averaging greater than $500,000 for such three month period,
            (b) has revenues for the most recent twelve month period greater
            than $500,000, (c) as of the end of any fiscal quarter period, has
            total assets (together with the total assets of the other Domestic
            Subsidiaries (other than the Captive Insurance Subsidiary, any HMO
            Subsidiary, any Controlled Subsidiary purchased pursuant to a
            Permitted Other Acquisition or any Controlled Subsidiary created in
            accordance with Section 8.02(i)) that have not provided a Guaranty
            hereunder) averaging greater than $1,000,000 in the aggregate for
            such three month period or (d) has total revenues (together with the
            total revenues of the other Domestic Subsidiaries (other than the
            Captive Insurance Subsidiary, any HMO Subsidiary or any Controlled
            Subsidiary purchased pursuant to a Permitted Other Acquisition or
            any Controlled Subsidiary created in accordance with Section
            8.02(i)) that have not provided a Guaranty hereunder) for the most
            recent twelve month period greater than $1,000,000 in the aggregate.

            (aa)  The definition of "Maturity Date" in Section 1.01 is hereby
      amended to read as follows:

                  "Maturity Date" means (a) with respect to Revolving Loans,
            Letters of Credit and Swing Line Loans, August 19, 2008, (b) with
            respect to the Term Loan, August 12, 2011 and (c) with respect to
            any Incremental Term Loan the maturity date for such

                                       9
<PAGE>
            Incremental Term Loan set forth in the Incremental Term Loan
            Commitment Agreement relating thereto.

            (bb)  The definition of "Medical/Surgical Business" in Section 1.01
      is hereby amended to read as follows:

                  "Medical/Surgical Business" means the business of the Parent
            and its Subsidiaries of operating acute care hospitals.

            (cc)  The definition of "Note" in Section 1.01 is hereby amended to
      read as follows:

                  "Note" or "Notes" means the Revolving Notes, the Swing Line
            Note, the Term Notes and/or the Incremental Term Notes, individually
            or collectively, as appropriate.

            (dd)  The language preceding the proviso in the definition of
      "Permitted Acquisition" in Section 1.01 is hereby amended to read as
      follows:

                  "Permitted Acquisition" means (a) an Acquisition approved in
            writing by the Required Lenders in their sole discretion, (b) the
            Hillcrest Acquisition and (c) an Acquisition by any Loan Party
            (other than the Parent) of at least a majority of the Voting Stock
            and the Capital Stock of a Person (other than a Person involved in
            the HMO Business) or a substantial portion of the Property of a
            Person not involved in the HMO Business,

            (ee)  The definition of "Permitted Other Acquisition" in Section
      1.01 is hereby amended by adding the following language immediately after
      the word "means" and before the word "an" in the first line of such
      definition:

                  (x) the Cimarron Acquisition, and (y)

            (ff)  The definition of "Pro Rata Share" in Section 1.01 is hereby
      amended to read as follows:

                  "Pro Rata Share" means, as to each Lender at any time, (a)
            with respect to such Lender's Revolving Commitment at any time, a
            fraction (expressed as a percentage, carried out to the ninth
            decimal place), the numerator of which is the amount of the
            Revolving Commitment of such Lender at such time and the denominator
            of which is the amount of the Aggregate Revolving Commitments at
            such time; provided that if the commitment of each Lender to make
            Revolving Loans and the obligation of the L/C Issuer to make L/C
            Credit Extensions have been terminated pursuant to Section 9.02,
            then the Pro Rata Share of each Lender shall be determined based on
            the Pro Rata Share of such Lender immediately prior to such
            termination and after giving effect to any subsequent assignments
            made pursuant to the terms hereof, (b) with respect to such Lender's
            outstanding Term Loan at any time, a fraction (expressed as a
            percentage, carried out to the ninth decimal place), the numerator
            of which is the principal amount of the Term Loan held by such
            Lender at such time and the denominator of which is the aggregate
            principal amount of the Term Loan at such time, and (c) with respect
            to such Lender's outstanding Incremental Term Loans at any time, a
            fraction (expressed as a percentage, carried out to the ninth
            decimal place), the numerator of which is the principal amount of
            the Incremental Term Loans held by such Lender at such time and the
            denominator of which is the aggregate Incremental Term Loans at such
            time. The Pro

                                       10
<PAGE>
            Rata Share of each Lender as of the Third Amendment Effective Date
            is set forth opposite the name of such Lender on Schedule 2.01.

            (gg)  The definition of "Required Lenders" in Section 1.01 is hereby
      amended to read as follows:

                  "Required Lenders" means, at any time, Lenders holding in the
            aggregate more than fifty percent (50%) of (a) the sum of the
            Revolving Commitments, the outstanding Term Loan and the outstanding
            Incremental Term Loans or (b) if the Revolving Commitments have been
            terminated, the outstanding Loans, L/C Obligations, Swing Line Loans
            and participations therein. The Revolving Commitments of, and the
            outstanding Term Loan and Incremental Term Loans held or deemed held
            by, any Defaulting Lender shall be excluded for purposes of making a
            determination of Required Lenders.

            (hh)  The definition of "Responsible Officer" in Section 1.01 is
      hereby amended to read as follows:

                  "Responsible Officer" means the chief executive officer,
            president, chief financial officer, controller, senior vice
            president, vice president or treasurer of a Loan Party. Any document
            delivered hereunder that is signed by a Responsible Officer of a
            Loan Party shall be conclusively presumed to have been authorized by
            all necessary corporate, partnership and/or other action on the part
            of such Loan Party and such Responsible Officer shall be
            conclusively presumed to have acted on behalf of such Loan Party.

            (ii)  The definition of "Swing Line Lender" in Section 1.01 is
      hereby amended to read as follows:

                  "Swing Line Lender" means CNAI in its capacity as provider of
            Swing Line Loans, or any successor swing line lender hereunder.

            (jj)  The definition of "Syndication Agents" in Section 1.01 is
      hereby deleted in its entirety and replaced with the following definition
      of "Syndication Agent":

                  "Syndication Agent" means Bank of America. From and after the
            Third Amendment Effective Date, all references in this Agreement to
            "Syndication Agents" shall be deemed to be references to the
            "Syndication Agent."

            (kk)  The definition of "Threshold Amount" in Section 1.01 is hereby
      amended to read as follows:

                  "Threshold Amount" means $5,000,000.

            (ll)  The definition of "Transactions" in Section 1.01 is hereby
      amended to read as follows:

                  "Transactions" means collectively, (a) the execution, delivery
            and performance by the Loan Parties of the Loan Documents to which
            they are a party (including, without limitation, the Third
            Amendment) and, in the case of the Borrower, the initial Borrowings
            hereunder, (b) the execution, delivery and performance by the Loan
            Parties of the Senior Subordinated Notes Documents to which they are
            a party and, in the case of the

                                       11
<PAGE>

            Borrower, the issuance of the Senior Subordinated Notes, (c) the
            refinancing and termination of the Existing Credit Agreement, (d)
            the Hillcrest Acquisition, (e) the Cimarron Acquisition and (f)
            payment of related fees and expenses.

            (mm)  The following definitions are hereby added to Section 1.01 in
      the appropriate alphabetical order and shall read as follows:

                  "Aggregate Term Loan Commitments" means the Term Loan
            Commitments of all the Lenders. The aggregate principal amount of
            the Term Loan Commitments of all of the Lenders as in effect on the
            Third Amendment Effective Date is THREE HUNDRED MILLION DOLLARS
            ($300,000,000).

                  "Cimarron Acquisition" means the purchase by Lovelace of the
            Cimarron Assets pursuant to and in accordance with the terms of the
            Cimarron Acquisition Documents for aggregate consideration not
            exceeding $19,500,000.

                  "Cimarron Acquisition Documents" means the Cimarron Purchase
            Agreement and such other agreements, instruments and documents
            relating to the Cimarron Acquisition.

                  "Cimarron Assets" means certain individual and employer group
            contracts and related assets of Cimarron Health Plans, Inc.

                  "Cimarron Purchase Agreement" means that certain Asset Sale
            Agreement dated as of May 11, 2004 among the Borrower, Lovelace and
            Molina Healthcare, Inc. and all schedules and exhibits thereto, as
            amended, restated, supplemented or otherwise modified from time to
            time in accordance with the terms thereof and hereof.

                  "Citibank" means Citibank, N.A. and its successors.

                  "CNAI" means Citicorp North America, Inc. and its successors.

                  "Communications" has the meaning specified in Section 7.02.

                  "Eurocurrency Liabilities" has the meaning specified in
            Regulation D of the Board of Governors of the Federal Reserve
            System, as in effect from time to time.

                  "Hillcrest Acquisition" means the purchase by the Borrower of
            the Hillcrest Assets pursuant to and in accordance with the terms of
            the Hillcrest Acquisition Documents and the acquisition of the SPV
            Assets from the SPV.

                  "Hillcrest Acquisition Documents" means the Hillcrest Purchase
            Agreement and such other agreements, instruments and documents
            relating to the Hillcrest Acquisition.

                  "Hillcrest Assets" means substantially all of the assets of
            the Hillcrest HealthCare System in Tulsa, Oklahoma and in certain
            other Oklahoma communities, but excluding the approximately $26
            million of assets identified on Schedule 1.01(c) transferred by
            Hillcrest HealthCare System to SPV on the Third Amendment Effective
            Date pursuant to the Hillcrest Purchase Agreement (such excluded
            assets being referred to as the "SPV Assets").

                                       12
<PAGE>

                  "Hillcrest Purchase Agreement" means that certain Asset
            Purchase Agreement dated as of May 11, 2004 between the Borrower and
            Hillcrest HealthCare System and all schedules and exhibits thereto,
            as amended, restated, supplemented or otherwise modified from time
            to time in accordance with the terms thereof and hereof.

                  "Platform" has the meaning specified in Section 7.02.

                  "Replacement Lender" has the meaning specified in Section
            11.16.

                  "Resigning Administrative Agent" means Bank One.

                  "SPV" means one or more special purpose entities established
            by PricewaterhouseCoopers LLP for the purpose of acquiring the SPV
            Assets.

                  "SPV Assets" has the meaning specified in the definition of
            "Hillcrest Assets."

                  "Term Loan" means collectively those Loans made to the
            Borrower pursuant to Section 2.01(e).

                  "Term Loan Commitment" means, as to each Term Loan Lender, its
            obligation to make its portion of the Term Loan to the Borrower
            pursuant to Section 2.01(e) in the principal amount set forth
            opposite such Term Loan Lender's name on Schedule 2.01.

                  "Term Loan Lender" means any Lender that has a Term Loan
            Commitment or any Lender that has purchased a portion of the Term
            Loan pursuant to one or more Assignment and Assumptions in
            accordance with the terms hereof.

                  "Term Note" has the meaning specified in Section 2.11(a).

                  "Third Amendment" means that certain Third Amendment to Credit
            Agreement dated as of August 12, 2004 among the Borrower, the
            Guarantors, the Lenders and the Administrative Agent.

                  "Third Amendment Effective Date" means August 12, 2004.

                  "Total Incremental Term Loan Commitment" means, at any time,
            the sum of the Incremental Term Loan Commitments of all the Lenders.

            (nn)  The definitions of "Borrowing Base", "Borrowing Base
      Certificate" and "Eurodollar Base Rate" are hereby deleted from Section
      1.01 in their entirety.

            (oo)  Section 1.03(c) is hereby amended by adding the following
      proviso at the end of such section:

            provided, further, however, that notwithstanding the foregoing, any
            such calculations made with respect to the Cimarron Acquisition or
            the Hillcrest Acquisition shall be made in conformity with the
            definition of "Consolidated EBITDA".

            (pp)  The proviso in Section 2.01(a) is hereby amended to read as
      follows:

                                       13
<PAGE>

            provided, however, that after giving effect to any Borrowing of
            Revolving Loans, (i) the Total Revolving Outstandings shall not
            exceed the Aggregate Revolving Commitments and (ii) the aggregate
            Outstanding Amount of the Revolving Loans of any Lender, plus such
            Lender's Pro Rata Share of the Outstanding Amount of all L/C
            Obligations, plus such Lender's Pro Rata Share of the Outstanding
            Amount of all Swing Line Loans shall not exceed such Lender's
            Revolving Commitment.

            (qq)  Section 2.01(c) is hereby amended to read as follows:

                  (c)   Incremental Term Loan Commitments. So long as no Default
            or Event of Default then exists or would result therefrom, the
            Borrower shall, in consultation with the Administrative Agent, have
            the right to request on one or more occasions after the Closing Date
            and prior to the Maturity Date that the Lenders or other Persons
            qualifying as an Eligible Assignee, provide Incremental Term Loan
            Commitments and, subject to the terms and conditions contained in
            this Agreement and the relevant Incremental Term Loan Commitment
            Agreement, make Incremental Term Loans pursuant thereto, it being
            understood and agreed, however, that (i) no Lender shall be
            obligated to provide an Incremental Term Loan Commitment as a result
            of any request by the Borrower, until such time, if any, as (x) such
            Lender has agreed in its sole discretion to provide an Incremental
            Term Loan Commitment and executed and delivered to the
            Administrative Agent an Incremental Term Loan Commitment Agreement
            as provided in Section 2.01(d) and (y) the other conditions set
            forth in Section 2.01(d) shall have been satisfied, (ii) any Lender
            or any other Person which will qualify as an Eligible Assignee may
            provide an Incremental Term Loan Commitment without the consent of
            any other Lender, (iii) each provision of Incremental Term Loan
            Commitments pursuant to this Section 2.01(c) for any Lender shall be
            in an amount of at least $5,000,000, (iv) the aggregate amount of
            all Incremental Term Loan Commitments permitted to be provided
            hereunder and the aggregate principal amount of all Incremental Term
            Loans permitted to be made hereunder shall not, in either case,
            exceed TWO HUNDRED MILLION DOLLARS ($200,000,000), (v) the
            Applicable Rate with respect to any such Incremental Term Loan and
            the fees payable to any Lender providing an Incremental Term Loan
            Commitment shall be as set forth in the relevant Incremental Term
            Loan Commitment Agreement, (vi) in no event shall the Maturity Date
            of such Incremental Term Loan be earlier than the Maturity Date of
            the Revolving Loans or the Term Loan, (vii) the scheduled principal
            payments with respect to the Incremental Term Loans shall be as set
            forth in the applicable Incremental Term Loan Commitment Agreement,
            provided that in no event shall the weighted average life to
            maturity of such Incremental Term Loan be less than the weighted
            average life to maturity of the Revolving Loans or the Term Loan,
            (viii) the applicable Incremental Term Loan shall only be permitted
            hereunder if after giving effect to such Incremental Term Loan on a
            Pro Forma Basis, (a) the Consolidated Senior Leverage Ratio
            calculated on a Pro Forma Basis is at least 0.25 less than the ratio
            required to be maintained at such time by Section 8.11(a), and (b)
            the Loan Parties are in compliance with Section 8.11, and (ix) all
            actions taken by the Borrower pursuant to this Section 2.01(c) and
            Section 2.01(d) shall be done in coordination with the
            Administrative Agent.

            (rr)  A new Section 2.01(e) is hereby added after Section 2.01(d)
      and shall read as follows:

                  (e)   Subject to the terms and conditions set forth herein,
            each Term Loan Lender severally agrees to make available to the
            Borrower on the Third Amendment Effective

                                       14
<PAGE>

            Date, its portion of a term loan in Dollars in the aggregate amount
            of $300,000,000. Amounts repaid or prepaid on the Term Loan may not
            be reborrowed. The Term Loan may consist of Base Rate Loans or
            Eurodollar Rate Loans, as further provided herein; provided,
            however, that all initial Borrowings of the Term Loan shall be made
            as Base Rate Loans.

            (ss)  Clause (i) in the third sentence of Section 2.02(b) is hereby
      amended to read as follows:

                  (i)   crediting the account of the Borrower on the books of
            CNAI with the amount of such funds or

            (tt)  Section 2.02(c) is hereby amended to read as follows:

                  (c)   Except as otherwise provided herein, a Eurodollar Rate
            Loan may be continued or converted only on the last day of the
            Interest Period for such Eurodollar Rate Loan. During the existence
            of a Default or Event of Default, (i) no Revolving Loans may be
            requested as Eurodollar Rate Loans without the consent of the
            Required Revolving Lenders; provided, that, except as set forth in
            Section 2.02(c)(ii) hereof, Revolving Loans may be continued as or
            converted to Eurodollar Rate Loans during the existence of a Default
            or an Event of Default without the consent of the Required Revolving
            Lenders, (ii) the Required Revolving Lenders may demand that any or
            all of the then outstanding Revolving Loans that are Eurodollar Rate
            Loans be converted immediately to Base Rate Loans, (iii) no Term
            Loan may be requested as, converted to or continued as Eurodollar
            Rate Loans without the consent of the Lenders (other than Defaulting
            Lenders) holding in the aggregate at least a majority of the
            outstanding Term Loan, if any, and such Lenders may demand that any
            or all of the then outstanding Term Loan that are Eurodollar Rate
            Loans be converted immediately to Base Rate Loans, and (iv) no
            Incremental Term Loans may be requested as, converted to or
            continued as Eurodollar Rate Loans without the consent of the
            Lenders (other than Defaulting Lenders) holding in the aggregate at
            least a majority of the outstanding Incremental Term Loans, and such
            Lenders may demand that any or all of the then outstanding
            Incremental Term Loans that are Eurodollar Rate Loans be converted
            immediately to Base Rate Loans.

            (uu)  Section 2.02(e) is hereby amended to read as follows:

                  (e)   After giving effect to all Borrowings, all conversions
            of Loans from one Type to the other, and all continuations of Loans
            as the same Type, there shall not be more than (i) eight (8)
            Interest Periods in effect with respect to the Revolving Loans, (ii)
            eight (8) Interest Periods in effect with respect to the Term Loan
            and (iii) eight (8) Interest Periods in effect with respect to the
            Incremental Term Loans.

            (vv)  The proviso in the first sentence of Section 2.03(a)(i) is
      hereby amended to read as follows:

            provided that the L/C Issuer shall not be obligated to make any L/C
            Credit Extension with respect to any Letter of Credit, and no Lender
            shall be obligated to participate in any Letter of Credit if as of
            the date of such L/C Credit Extension, (x) the Total Revolving
            Outstandings would exceed the Aggregate Revolving Commitments, (y)
            the aggregate Outstanding Amount of the Revolving Loans of any
            Lender, plus such Lender's Pro Rata

                                       15
<PAGE>

            Share of the Outstanding Amount of all L/C Obligations, plus such
            Lender's Pro Rata Share of the Outstanding Amount of all Swing Line
            Loans would exceed such Lender's Revolving Commitment, or (z) the
            Outstanding Amount of the L/C Obligations would exceed the Letter of
            Credit Sublimit.

            (ww)  Section 2.03(a)(ii)(B) is hereby amended by replacing the
      reference to "Required Lenders" therein with a reference to "Required
      Revolving Lenders."

            (xx)  Section 2.03(a)(ii)(C) is hereby amended by replacing the
      reference to "Lenders" therein with a reference to "Lenders with a
      Revolving Commitment."

            (yy)  Section 2.03(b)(ii) is hereby amended by adding the following
      sentence to the end of such section:

            The Administrative Agent shall notify each Lender with a Revolving
            Commitment of the issuance of any Letter of Credit.

            (zz)  Section 2.03(b)(iii) is hereby amended by replacing the
      reference to "Required Lenders" therein with a reference to "Required
      Revolving Lenders."

            (aaa) The last sentence of Section 2.03(g) is hereby amended to read
      as follows:

            Cash collateral shall be maintained in blocked, non-interest bearing
            deposit accounts at an Affiliate of CNAI.

            (bbb) The first proviso in the first sentence of Section 2.04(a) is
      hereby amended to read as follows:

            provided, however, that after giving effect to any Swing Line Loan,
            (i) the Total Revolving Outstandings shall not exceed the Aggregate
            Revolving Commitments, and (ii) the aggregate Outstanding Amount of
            the Revolving Loans of any Lender, plus such Lender's Pro Rata Share
            of the Outstanding Amount of all L/C Obligations, plus such Lender's
            Pro Rata Share of the Outstanding Amount of all Swing Line Loans
            shall not exceed such Lender's Revolving Commitment, and

            (ccc) The heading of Section 2.05(a)(i) is hereby amended to read,
      "Revolving Loans, Term Loans and Incremental Term Loans."

            (ddd) The second sentence of Section 2.05(a)(i) is hereby amended to
      read as follows:

            Each such notice shall specify the date and amount of such
            prepayment, the Type(s) of Loans to be prepaid and whether the Loans
            to be prepaid are Revolving Loans, Incremental Term Loans or the
            Term Loan.

            (eee) The following sentence is hereby added at the end of Section
      2.05(a)(i) to read as follows:

            Each such prepayment of the Term Loan or the Incremental Term Loans
            shall be applied to the Term Loan and the Incremental Term Loans on
            a pro rata basis first ratably to the next four scheduled principal
            amortization payments of the Term Loan and the Incremental Term
            Loans, and thereafter ratably to the remaining installments of the
            Term Loan and the

                                       16
<PAGE>

            Incremental Term Loans until the Term Loan and the Incremental Term
            Loans have been paid in full.

            (fff) Section 2.05(b)(i) is hereby amended to read as follows:

                  (i)   Aggregate Revolving Commitments. If for any reason the
            Total Revolving Outstandings at any time exceed the Aggregate
            Revolving Commitments, the Borrower shall immediately, and in any
            event on the same Business Day as the occurrence of such overage,
            prepay Revolving Loans and/or the Swing Line Loans and/or Cash
            Collateralize the L/C Obligations in an aggregate amount equal to
            such excess; provided, however, that the Borrower shall not be
            required to Cash Collateralize the L/C Obligations pursuant to this
            Section 2.05(b)(i)(A) unless after the prepayment in full of the
            Revolving Loans and Swing Line Loans the Total Revolving
            Outstandings exceed the Aggregate Revolving Commitments.

            (ggg) Section 2.05(b)(ii) is hereby amended to read as follows:

                  (ii)  Dispositions and Involuntary Dispositions. The Borrower
            shall prepay the Term Loan and the Incremental Term Loans in an
            aggregate amount equal to 100% of the Net Cash Proceeds of all
            Dispositions and Involuntary Dispositions to the extent that the Net
            Cash Proceeds of all Dispositions and Involuntary Dispositions
            received after the Third Amendment Effective Date exceed $10,000,000
            (such prepayment to be applied as set forth in clause (vi) below).

            (hhh) Section 2.05(b)(iii) is hereby amended to read as follows:

                  (iii) Debt Issuances. On or before the third (3rd) Business
            Day following receipt by the Parent or any Subsidiary of the Net
            Cash Proceeds of any Debt Issuance, the Borrower shall prepay the
            Term Loan and the Incremental Term Loans in an aggregate amount
            equal to 100% of such Net Cash Proceeds (such prepayment to be
            applied as set forth in clause (vi) below).

            (iii) The first sentence of Section 2.05(b)(iv) is hereby amended to
      read as follows:

            On or before the third (3rd) Business Day following the receipt by
            the Parent or any Subsidiary of the Net Cash Proceeds of any Equity
            Issuance, the Borrower shall prepay the Term Loan and the
            Incremental Term Loans in an aggregate amount equal to (a) (I) 100%
            of such Net Cash Proceeds until the Consolidated Leverage Ratio as
            of the end of the most recent fiscal quarter on a Pro Forma Basis
            after giving effect to such prepayment is equal to 3.50 to 1.0 and
            thereafter (II) 75% of such Net Cash Proceeds or (b) 75% of such Net
            Cash Proceeds if as of the end of the most recent fiscal quarter the
            Consolidated Leverage Ratio on a Pro Forma Basis is less than 3.50
            to 1.0 (such prepayment to be applied as set forth in clause (vi)
            below).

            (jjj) Section 2.05(b)(v) is hereby amended to read as follows:

                  (v)   Excess Cash Flow. Within ninety-five days after the end
            of each fiscal year commencing with the fiscal year ending December
            31, 2005, the Borrower shall prepay the Term Loan and the
            Incremental Term Loans in an aggregate amount equal to (1) the
            difference between (a) fifty percent (50%) of Excess Cash Flow for
            such fiscal year minus (b) the amount of any voluntary and mandatory
            prepayments of the Term Loan and the

                                       17
<PAGE>

            Incremental Term Loans made in such fiscal year, if the Consolidated
            Senior Leverage Ratio as of the end of such fiscal year is greater
            than or equal to 1.75 to 1.0 or (2) the difference between (a)
            twenty-five percent (25%) of Excess Cash Flow for such fiscal year
            minus (b) the amount of any voluntary and mandatory prepayments of
            the Term Loan and the Incremental Term Loans made in such fiscal
            year, if the Consolidated Senior Leverage Ratio as of the end of
            such fiscal year is less than 1.75 to 1.0 (such prepayment to be
            applied as set forth in clause (vi) below).

            (kkk) Section 2.05(b)(vi)(b) is hereby amended to read as follows:

                  (b)   with respect to all amounts prepaid pursuant to Section
            2.05(b)(ii), (iii), (iv) and (v), to the Term Loan and the
            Incremental Term Loans on a pro rata basis first ratably to the next
            four scheduled principal amortization payments of the Term Loan and
            the Incremental Term Loans, and thereafter ratably to the remaining
            installments of the Term Loan and the Incremental Term Loans until
            the Term Loan and the Incremental Term Loans have been paid in full.

            (lll) Section 2.05(b)(vi) is hereby further modified by adding the
      following sentence at the end of such section:

                  If the Borrower is required to make a mandatory prepayment of
            Eurodollar Rate Loans under this Section 2.05, the Borrower shall
            have the right, in lieu of making such prepayment in full, to
            deposit an amount equal to such mandatory prepayment with the
            Administrative Agent in a cash collateral account maintained
            (pursuant to documentation reasonably satisfactory to the
            Administrative Agent) by and in the sole dominion and control of the
            Administrative Agent or one of its Affiliates (with appropriate
            control agreements). Any amounts so deposited shall be held by the
            Administrative Agent as collateral for the prepayment of such
            Eurodollar Rate Loans and shall be applied to the prepayment of the
            applicable Eurodollar Rate Loans at the end of the current Interest
            Periods applicable thereto.

            (mmm) A new Section 2.07(d) is hereby added following Section
      2.07(c) and shall read as follows:

                  (d)   The Borrower shall repay the outstanding principal
            amount of the Term Loan in installments on the dates and in the
            amounts set forth in the table below (as such installments may
            hereafter be adjusted as a result of prepayments made pursuant to
            Section 2.05), unless accelerated sooner pursuant to Section 9.02:

<TABLE>
<CAPTION>
   Payment Dates                       Principal Amortization Payment
------------------                     ------------------------------
<S>                                    <C>
 December 31, 2004                                 0.25%
  March 31, 2005                                   0.25%
   June 30, 2005                                   0.25%
September 30, 2005                                 0.25%
 December 31, 2005                                 0.25%
  March 31, 2006                                   0.25%
   June 30, 2006                                   0.25%
September 30, 2006                                 0.25%
 December 31, 2006                                 0.25%
</TABLE>

                                       18
<PAGE>

<TABLE>
<S>                                    <C>
  March 31, 2007                                   0.25%
   June 30, 2007                                   0.25%
September 30, 2007                                 0.25%
 December 31, 2007                                 0.25%
  March 31, 2008                                   0.25%
   June 30, 2008                                   0.25%
September 30, 2008                                 0.25%
 December 31, 2008                                 0.25%
  March 31, 2009                                   0.25%
   June 30, 2009                                   0.25%
September 30, 2009                                 0.25%
 December 31, 2009                                 0.25%
  March 31, 2010                                   0.25%
   June 30, 2010                                   0.25%
September 30, 2010                                 0.25%
 December 31, 2010                                 0.25%
  March 31, 2011                                   0.25%
   June 30, 2011                                   0.25%
   Maturity Date                       Outstanding Principal Balance
                                       of Term Loan
</TABLE>

            (nnn) Section 2.08(b) is hereby amended to read as follows:

            (b)   Upon the occurrence and during the continuation of an Event of
      Default at the direction of the Required Lenders, the Borrower shall pay
      interest on the principal amount of all outstanding Obligations at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to the fullest extent permitted by applicable Laws.

            (ooo) The following sentence is hereby added at the end of Section
      2.08(c) to read as follows:

            Interest on each Loan shall also be due and payable on the Third
      Amendment Effective Date and shall be payable to the Resigning
      Administrative Agent for the account of the respective Lenders and the
      Resigning Administrative Agent will distribute to each Lender its Pro Rata
      Share of such payment on the Third Amendment Effective Date.

            (ppp) The following sentence is hereby added at the end of Section
      2.09(a) to read as follows:

            The Commitment Fee shall also be due and payable on the Third
      Amendment Effective Date and shall be payable to the Resigning
      Administrative Agent for the account of the respective Lenders and the
      Resigning Administrative Agent will distribute to each Lender its Pro Rata
      Share of such payment on the Third Amendment Effective Date.

            (qqq) The first sentence of Section 2.10 is hereby amended to read
      as follows:

            All computations of interest for Base Rate Loans when the Base Rate
            is determined by Citibank's "base rate" shall be made on the basis
            of a year of 365 or 366 days, as the case may be, and actual days
            elapsed.

                                       19
<PAGE>

            (rrr) The penultimate sentence of Section 2.11(a) is hereby amended
      to read as follows:

            In the case of Revolving Loans, each such promissory note shall be
            in the form of Exhibit G (a "Revolving Note"), in the case of Swing
            Line Loans, in the form of Exhibit H (a "Swing Line Note"), in the
            case of Incremental Term Loans, in the form of Exhibit I (an
            "Incremental Term Note") and in the case of the Term Loan, in the
            form of Exhibit I-1 (a "Term Note").

            (sss) Section 3.03 is hereby amended by replacing all references to
      "Eurodollar Base Rate" in such Section with references to "Eurodollar
      Rate."

            (ttt) Section 3.05(c) is hereby amended to read as follows:

                  (c) an assignment of a Eurodollar Rate Loan on a day other
            than the last day of the Interest Period therefore as a result of:

                        (i)   a request by the Borrower pursuant to Section
                  11.16; or

                        (ii)  an assignment by CNAI or Bank of America as part
                  of the primary syndication of the Term Loan during the 180-day
                  period immediately following the Third Amendment Effective
                  Date;

            (uuu) Section 4.02 is hereby amended by adding clauses (f) and (g)
      immediately after clause (e) of such Section 4.02 to read respectively as
      follows:

                  (f)   any change in the corporate existence, structure or
            ownership of the Borrower, or any insolvency, bankruptcy,
            reorganization or other similar proceeding affecting the Borrower or
            its assets or any resulting release or discharge of any obligation
            of the Borrower contained in this Agreement or any other Loan
            Document;

                  (g)   the existence of any claim, set-off or other rights
            which any Guarantor may have at any time against the Borrower, the
            Lenders, the Administrative Agent or any other Person, whether in
            connection herewith or any unrelated transactions; or

                  (h)   any invalidity or unenforceability relating to or
            against any Guarantor for any reason of any Loan Document, or any
            provision of applicable law, regulation or order purporting to
            prohibit the payment by any Guarantor of the principal of or
            interest on any Note or any other amount payable by any Guarantor
            under any Loan Document.

            (vvv) Section 7.02(c) is hereby amended to read as follows:

                  [Intentionally Omitted];

            (www) Section 7.02(i) is hereby amended to read as follows:

                  (i)   promptly, such other information regarding the business,
            condition (financial or otherwise), operations, performance,
            properties, or prospects of the Parent or any Subsidiary, or
            compliance with the terms of the Loan Documents, as the
            Administrative Agent or any Lender may from time to time reasonably
            request;

                                       20
<PAGE>

            (xxx) The last paragraph of Section 7.02 is hereby amended to read
      as follows:

                  The Borrower hereby agrees that it will use commercially
            reasonable efforts to provide to the Administrative Agent all
            information, documents and other materials that it is obligated to
            furnish to the Administrative Agent pursuant to the Loan Documents,
            including, without limitation, all notices, requests, financial
            statements, financial and other reports, certificates and other
            information materials, but excluding any such communication that (i)
            relates to a request for a new, or a conversion of an existing,
            borrowing or other extension of credit (including any election of an
            interest rate or interest period relating thereto), (ii) relates to
            the payment of any principal or other amount due under this
            Agreement prior to the scheduled date therefor, (iii) provides
            notice of any Default or Event of Default under this Agreement or
            (iv) is required to be delivered to satisfy any condition precedent
            to the effectiveness of this Agreement and/or any borrowing or other
            extension of credit thereunder (all such non-excluded communications
            being referred to herein collectively as "Communications"), by
            transmitting the Communications in an electronic/soft medium in a
            format mutually acceptable to the Administrative Agent and the
            Borrower to oploanswebadmin@citigroup.com. In addition, the Borrower
            agrees to continue to provide the Communications to the
            Administrative Agent in the manner specified in the Loan Documents
            but only to the extent requested by the Administrative Agent.

            The Borrower further agrees that the Administrative Agent may make
            the Communications available to the Lenders by posting the
            Communications on Intralinks, Fixed Income Direct or a substantially
            similar electronic transmission systems (the "Platform"). The
            Borrower acknowledges that the distribution of material through an
            electronic medium is not necessarily secure and that there are
            confidentiality and other risks associated with such distribution.

            THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE
            AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
            THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY
            DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO
            WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
            WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
            PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
            FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
            AGENT-RELATED PESONS IN CONNECTION WITH THE COMMUNICATIONS OR THE
            PLATFORM. IN NO EVENT SHALL THE ADMINSITRATIVE AGENT OR ANY
            AGENT-RELATED PERSONS HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER
            OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, including,
            without limitation, direct or indirect, special, incidental or
            consequential damages, losses or expenses (WHETHER IN TORT, CONTRACT
            OR OTHERWISE) ARISING OUT OF THE BORROWER'S OR THE ADMINISTRATIVE
            AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT
            TO THE EXTENT THE LIABILITY OF ANY AGENT-RELATED PERSON IS FOUND IN
            A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION
            TO HAVE RESULTED PRIMARILY FROM SUCH AGENT-RELATED PERSON'S GROSS
            NEGLIGENCE OR WILLFUL MISCONDUCT.

                                       21
<PAGE>

            The Administrative Agent agrees that the receipt of the
            Communications by the Administrative Agent at its e-mail address set
            forth above shall constitute effective delivery of the
            Communications to the Administrative Agent for purposes of the Loan
            Documents. Each Lender agrees that notice to it (as provided in the
            next sentence) specifying that the Communications have been posted
            to the Platform shall constitute effective delivery of the
            Communications to such Lender for purposes of the Loan Documents.
            Each Lender agrees to notify the Administrative Agent in writing
            (including by electronic communication) from time to time of such
            Lender's e-mail address to which the foregoing notice may be sent by
            electronic transmission and (ii) that the foregoing notice may be
            sent to such e-mail address.

            Nothing herein shall prejudice the right of the Administrative Agent
            or any Lender to give any notice or other communication pursuant to
            any Loan Document in any other manner specified in such Loan
            Document.

            (yyy) The first sentence of Section 7.03(h) is hereby amended to
      read as follows:

                  Upon the reasonable written request of the Administrative
            Agent following the occurrence of any event or the discovery of any
            condition which the Administrative Agent or the Required Lenders
            reasonably believe has caused (or could be reasonably expected to
            cause) the representations and warranties set forth in Section 6.09
            to be untrue in any material respect, the Loan Parties will furnish
            or cause to be furnished to the Administrative Agent, at the Loan
            Parties' expense, a report of an environmental assessment of
            reasonable scope, form and depth, (including, where appropriate,
            invasive soil or groundwater sampling) by a consultant reasonably
            acceptable to the Administrative Agent as to the nature and extent
            of the presence of any Hazardous Materials on any Facilities and as
            to the compliance by the Borrower or any Subsidiary with
            Environmental Laws at such Real Properties.

            (zzz) Section 7.11 is hereby amended to read as follows:

            7.11  Use of Proceeds.

                  Use the proceeds of the Credit Extensions (a) to refinance
            existing Indebtedness of the Borrower, (b) to pay costs and expenses
            related to the transactions contemplated hereby and (c) to finance
            working capital, capital expenditures and other general corporate
            purposes, provided that (i) $253 million of the proceeds of the Term
            Loan shall be used only to finance the Hillcrest Acquisition on the
            Third Amendment Effective Date and to pay fees and expenses related
            thereto and (ii) $13,976,800 of the proceeds of the Term Loan shall
            be used only to replenish cash on hand or refinance Revolving Loans
            utilized to finance the Cimarron Acquisition, provided further that
            in no event shall the proceeds of the Credit Extensions be used in
            contravention of any Law or of any Loan Document.

            (aaaa) A new Section 7.15 is hereby added after Section 7.14 and
      shall read as follows:

            7.15  Post-Closing Real Estate Matters.

                  On or before August 31, 2004, provide the Administrative Agent
            with (i) duly executed mortgages (or modifications to existing
            mortgages), legal opinions and any

                                       22
<PAGE>

            other related documents or due diligence materials as are reasonably
            necessary, in the Administrative Agent's reasonable discretion, to
            attach and perfect the Administrative Agent's security interest in
            the Facilities (including, without limitation, the Hillcrest
            Assets), (ii) evidence that SPV has pledged its assets to a Loan
            Party to secure the promissory note from such Loan Party to SPV
            pursuant to security documents reasonably satisfactory to the
            Administrative Agent and (iii) such collateral assignment documents
            with respect to the SPV promissory note and such security documents
            as the Administrative Agent shall reasonably require.

            (bbbb) Section 8.02(i) is hereby amended to read as follows:

                  (i)   (i) the Cimarron Acquisition and (ii) other Investments
            subsequent to the Closing Date in the form of Permitted Other
            Acquisitions and equity or capital contributions in HMO
            Subsidiaries, Controlled Subsidiaries or Joint Ventures (in each
            case that are not Guarantors); provided that the aggregate amount of
            such other Investments made pursuant to this clause (ii) outstanding
            at any time (together with the aggregate amount of Permitted Other
            Acquisitions (other than the Cimarron Acquisition) made subsequent
            to the Closing Date) shall not exceed $37,000,000 in the aggregate;

            (cccc) A new Section 8.02(o) is hereby added after Section 8.02(n)
      and shall read as follows:

            (o)   Investments in the form of a an approximately $26,000,000 loan
            or loans in the aggregate by any Loan Party to SPV provided that (A)
            SPV shall have delivered a promissory note in the amount of
            approximately $26 million to such Loan Party and pledged its assets
            to such Loan Party to secure such promissory note pursuant to
            security documents reasonably satisfactory to the Administrative
            Agent and (B) such Loan Party shall have delivered such promissory
            note to the Administrative Agent and executed such collateral
            assignment documents as the Administrative Agent shall reasonably
            require;

            (dddd) Section 8.05(c) is hereby amended to read as follows:

                  (c)   such transaction does not involve the sale or other
            disposition of a minority equity interest in any Subsidiary, unless
            such minority interest is sold or disposed of in connection with the
            creation of a Controlled Subsidiary to the extent permitted under
            Section 8.14,

            (eeee) Section 8.05(e) is hereby amended to read as follows:

                  (e)   the aggregate net book value of all of the assets sold
            or otherwise disposed of by the Parent and its Subsidiaries in all
            such transactions in any fiscal year of the Parent shall not exceed
            $35 million, and

            (ffff) Section 8.11(a) is hereby amended to read as follows:

            (a)   Consolidated Senior Leverage Ratio. Permit the Consolidated
      Senior Leverage Ratio as of the end of any fiscal quarter of the Parent to
      be greater than the ratio set forth below opposite such fiscal quarter:

                                       23
<PAGE>

<TABLE>
<CAPTION>
     Fiscal Quarter Ending                             Ratio
     ---------------------                             -----
<S>                                                 <C>
September 30, 2004                                  3.25 to 1.0
December 31, 2004                                   3.25 to 1.0
March 31, 2005                                      3.00 to 1.0
June 30, 2005                                       3.00 to 1.0
September 30, 2005                                  2.75 to 1.0
December 31, 2005                                   2.75 to 1.0
March 31, 2006                                      2.50 to 1.0
June 30, 2006                                       2.50 to 1.0
September 30, 2006                                  2.25 to 1.0
December 31, 2006                                   2.25 to 1.0
March 31, 2007                                      2.25 to 1.0
June 30, 2007                                       2.25 to 1.0
September 30, 2007 and thereafter                   2.00 to 1.0
</TABLE>

            (gggg) Section 8.11(b) is hereby amended to read as follows:

            (b)   Consolidated Leverage Ratio. Permit the Consolidated Leverage
      Ratio as of the end of any fiscal quarter of the Parent to be greater than
      the ratio set forth below opposite such fiscal quarter:

<TABLE>
<S>                                                 <C>
September 30, 2004                                  5.25 to 1.0
December 31, 2004                                   5.25 to 1.0
March 31, 2005                                      5.25 to 1.0
June 30, 2005                                       5.00 to 1.0
September 30, 2005                                  5.00 to 1.0
December 31, 2005                                   5.00 to 1.0
March 31, 2006                                      5.00 to 1.0
June 30, 2006                                       5.00 to 1.0
September 30, 2006                                  4.75 to 1.0
December 31, 2006                                   4.75 to 1.0
March 31, 2007                                      4.75 to 1.0
June 30, 2007                                       4.75 to 1.0
September 30, 2007                                  4.50 to 1.0
December 31, 2007                                   4.50 to 1.0
March 31, 2008                                      4.50 to 1.0
June 30, 2008                                       4.50 to 1.0
September 30, 2008                                  4.25 to 1.0
December 31, 2008                                   4.25 to 1.0
March 31, 2009                                      4.25 to 1.0
June 30, 2009                                       4.25 to 1.0
September 30, 2009                                  4.00 to 1.0
December 31, 2009                                   4.00 to 1.0
March 31, 2010                                      4.00 to 1.0
June 30, 2010                                       4.00 to 1.0
September 30, 2010 and thereafter                   3.75 to 1.0
</TABLE>

            (hhhh) Section 8.11(c) is hereby amended to read as follows:

            (c)   Consolidated Interest Coverage Ratio. Permit the Consolidated
      Interest Coverage Ratio as of the end of any fiscal quarter of the Parent
      to be less than the ratio set forth below opposite such fiscal quarter:

                                       24
<PAGE>

<TABLE>
<CAPTION>
        Fiscal Quarter Ending                          Ratio
        ---------------------                          -----
<S>                                                 <C>
September 30, 2004                                  2.25 to 1.0
December 31, 2004                                   2.25 to 1.0
March 31, 2005                                      2.25 to 1.0
June 30, 2005                                       2.50 to 1.0
September 30, 2005                                  2.50 to 1.0
December 31, 2005                                   2.50 to 1.0
March 31, 2006                                      2.50 to 1.0
June 30, 2006                                       2.50 to 1.0
September 30, 2006                                  2.75 to 1.0
December 31, 2006                                   2.75 to 1.0
March 31, 2007 and thereafter                       3.00 to 1.0
</TABLE>

            (iiii) Section 8.11(d) is hereby amended to read as follows:

                  [Reserved].

            (jjjj) The first paragraph of Section 8.11(e) is hereby amended to
      read as follows:

                  Permit Consolidated Capital Expenditures (excluding
            expenditures relating to the acquisition of fixed assets or capital
            assets acquired in Permitted Acquisitions or Permitted Other
            Acquisitions) to exceed the amounts set forth below for the periods
            set forth below plus fifty percent (50%) of the unused amount
            available for Consolidated Capital Expenditures under this Section
            8.12 for the immediately preceding fiscal year (excluding any carry
            forward available from any prior fiscal year); provided, however,
            that with respect to any fiscal year, Consolidated Capital
            Expenditures made during such fiscal year shall be deemed to be made
            first with respect to the applicable limitation for such fiscal year
            and then with respect to any carry-forward from the immediately
            preceding fiscal year:

<TABLE>
<CAPTION>
     Period                                           Amount
     ------                                           ------
<S>                                                 <C>
Fiscal Year 2004                                    $90,000,000
Fiscal Year 2005                                    $95,000,000
Fiscal Year 2006                                    $95,000,000
Fiscal Year 2007                                    $100,000,000
Fiscal Year 2008                                    $105,000,000
Fiscal Year 2009                                    $105,000,000
Fiscal Year 2010 and each Fiscal Year               $110,000,000
Thereafter
</TABLE>

            (kkkk) Section 9.01 is hereby amended by replacing the period after
      paragraph (p) of such section with "; or" and by adding paragraph (q)
      immediately after paragraph (p) of such Section 9.01 to read as follows:

                  (p)   Priority of Collateral Documents. Any Collateral
            Document or financing statement after delivery thereof pursuant to
            Section 5.01 or Section 7.14 shall for any reason (other than
            pursuant to the terms thereof) cease to create a valid and perfected
            first

                                       25
<PAGE>

            priority lien on and security interest in, subject only to Permitted
            Liens, the Collateral purported to be covered thereby or any such
            Loan Party shall so state in writing.

            (llll) Section 10.07 is hereby amended to read as follows:

            10.07 Indemnification of Administrative Agent, Swing Line Lender and
      L/C Issuer.

                  Whether or not the transactions contemplated hereby are
            consummated, the Lenders shall indemnify upon demand each
            Agent-Related Person, the Swing Line Lender and each L/C Issuer (to
            the extent not reimbursed by or on behalf of any Loan Party and
            without limiting the obligation of any Loan Party to do so), pro
            rata, and hold harmless each Agent-Related Person, the Swing Line
            Lender and each L/C Issuer from and against any and all Indemnified
            Liabilities incurred by it; provided, however, that no Lender shall
            be liable for the payment to any Agent-Related Person, the Swing
            Line Lender or any L/C Issuer of any portion of such Indemnified
            Liabilities to the extent determined in a final, nonappealable
            judgment by a court of competent jurisdiction to have resulted from
            such Agent-Related Person's, Swing Line Lender's or L/C Issuer's own
            gross negligence or willful misconduct; provided, however, that no
            action taken in accordance with the directions of the Required
            Lenders shall be deemed to constitute gross negligence or willful
            misconduct for purposes of this Section; provided, further, however,
            to the extent an L/C Issuer or the Swing Line Lender is entitled to
            indemnification pursuant to this section solely in its capacity and
            role as L/C Issuer or Sing Line Lender, only the Lenders with a
            Revolving Commitment shall be required to indemnify such L/C Issuer
            or the Swing Line Lender is accordance with this Section 10.07.
            Without limitation of the foregoing, each Lender shall reimburse the
            Administrative Agent upon demand for its ratable share of any costs
            or out-of-pocket expenses (including Attorney Costs) incurred by the
            Administrative Agent in connection with the preparation, execution,
            delivery, administration, modification, amendment or enforcement
            (whether through negotiations, legal proceedings or otherwise) of,
            or legal advice in respect of rights or responsibilities under, this
            Agreement, any other Loan Document, or any document contemplated by
            or referred to herein, to the extent that the Administrative Agent
            is not reimbursed for such expenses by or on behalf of the Borrower.
            The undertaking in this Section shall survive termination of the
            Commitments, the payment of all other Obligations and the
            resignation of the Administrative Agent, the Swing Line Lender
            and/or the L/C Issuer.

            (mmmm) Section 10.08 is hereby amended to read as follows:

                  CNAI, Citibank and their Affiliates may make loans to, issue
            letters of credit for the account of, accept deposits from, acquire
            equity interests in and generally engage in any kind of banking,
            trust, financial advisory, underwriting or other business with each
            of the Loan Parties and their respective Affiliates as though CNAI
            were not the Administrative Agent and Citibank were not the L/C
            Issuer hereunder and without notice to or consent of the Lenders.
            The Lenders acknowledge that, pursuant to such activities, CNAI,
            Citibank or their Affiliates may receive information regarding any
            Loan Party or its Affiliates (including information that may be
            subject to confidentiality obligations in favor of such Loan Party
            or such Affiliate) and acknowledge that neither the Administrative
            Agent nor Citibank shall be under any obligation to provide such
            information to them. With respect to its Loans, CNAI shall have the
            same rights and powers under this Agreement as any other Lender and
            may exercise such rights and

                                       26
<PAGE>

            powers as though it were not the Administrative Agent and Citibank
            were not the L/C Issuer, and the terms "Lender" and "Lenders"
            include CNAI in its individual capacity.

            (nnnn) The first sentence of Section 10.09 is hereby amended to read
      as follows:

            The Administrative Agent may resign as Administrative Agent upon
            thirty days' notice to the Lenders; provided that any such
            resignation by CNAI shall also constitute its resignation as Swing
            Line Lender and Citibank's resignation as L/C Issuer.

            (oooo) Subclause (vi) of the second proviso in Section 11.01 is
      hereby renumbered as subclause (v) and is hereby amended to read as
      follows:

                  (v)   (A) without the consent of the Lenders holding more than
            50% of the Incremental Term Loan Commitments, extend the time for,
            or reduce the amount, or otherwise alter the manner of application
            of proceeds in respect of the Incremental Term Loans on account of
            the mandatory prepayment provisions of clauses (ii) through (v),
            inclusive, of Section 2.05(b) or the application provisions of
            Section 2.05(b)(vi), and (B) without the consent of the Lenders
            holding more than 50% of the outstanding Term Loan, extend the time
            for, or reduce the amount, or otherwise alter the manner of
            application of proceeds in respect of the Term Loan on account of
            the mandatory prepayment provisions of clauses (ii) through (v),
            inclusive, of Section 2.05(b) or the application provisions of
            Section 2.05(b)(vi);

            (pppp) Section 11.02(c) is hereby amended to read as follows:

                  [Reserved].

            (qqqq) The last sentence of Section 11.05 is hereby amended to read
      as follows:

                  The agreements in this Section shall survive the resignation
            of the Administrative Agent, the Swing Line Lender and/or any L/C
            Issuer, the replacement of any Lender, the termination of the
            Commitments and the repayment, satisfaction or discharge of all the
            other Obligations.

            (rrrr) Subclauses (iii) and (iv) of the first proviso in Section
      11.07(b) are hereby amended to read as follows:

                  (iii) any assignment of a Revolving Commitment must be
            approved by the Administrative Agent and the Swing Line Lender
            unless the Person that is the proposed assignee is itself a Lender
            (whether or not the proposed assignee would otherwise qualify as an
            Eligible Assignee); and (iv) the parties to each assignment shall
            execute and deliver to the Administrative Agent an Assignment and
            Assumption, together with (except in the case of an assignment to an
            Affiliate) a processing and recordation fee of $3,500; provided,
            that payment of such processing and recordation fee shall not be the
            obligation of the Borrower or any Loan Party.

            (ssss) The definition of "Eligible Assignee" in Section 11.07(g) is
      hereby amended to read as follows:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
            Lender; (c) an Approved Fund; and (d) any other Person (other than a
            natural person) approved by (i)

                                       27
<PAGE>

            the Administrative Agent, (ii) with respect to an assignment of the
            Revolving Commitments, the Swing Line Lender, and (iii) with respect
            to an assignment of the Revolving Commitments, unless an Event of
            Default has occurred and is continuing, the Borrower (each such
            approval not to be unreasonably withheld or delayed); provided that
            notwithstanding the foregoing, "Eligible Assignee" shall not include
            the Borrower or any of the Borrower's Affiliates or Subsidiaries.

            (tttt) The first sentence of Section 11.07(h) is hereby amended to
      read as follows:

                  Notwithstanding anything to the contrary contained herein, if
            at any time CNAI assigns all of its Commitment and Loans pursuant to
            subsection (b) above, (i) Citibank may, upon thirty days' notice to
            the Borrower and the Lenders, resign as L/C Issuer and/or (ii) CNAI
            may, upon thirty days' notice to the Borrower, resign as Swing Line
            Lender. In the event of any such resignation as L/C Issuer or Swing
            Line Lender, the Borrower shall be entitled to appoint from among
            the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
            provided, however, that no failure by the Borrower to appoint any
            such successor shall affect the resignation of Citibank as L/C
            Issuer or CNAI as Swing Line Lender, as the case may be. If Citibank
            resigns as L/C Issuer, it shall retain all the rights and
            obligations of the L/C Issuer hereunder with respect to all Letters
            of Credit outstanding as of the effective date of its resignation as
            L/C Issuer and all L/C Obligations with respect thereto (including
            the right to require the Lenders to make Base Rate Loans or fund
            risk participations in Unreimbursed Amounts pursuant to Section
            2.03(c)).

            (uuuu) Clause (f) of Section 11.08 is hereby amended to read as
      follows:

            (f) subject to an agreement containing provisions substantially the
            same as those of this Section, to (i) any Eligible Assignee of or
            Participant in, or any prospective Eligible Assignee of or
            Participant in, any of its rights or obligations under this
            Agreement, (ii) any pledgee referred to in Section 11.07(f) or (iii)
            any direct or indirect contractual counterparty or prospective
            counterparty (or such contractual counterparty's or prospective
            counterparty's professional advisor) to any credit derivative
            transaction relating to obligations of the Loan Parties;

            (vvvv) Section 11.16 is hereby amended to read as follows:

                  Under any circumstances set forth in the second paragraph of
            this Section 11.16 or elsewhere in this Agreement providing that the
            Borrower shall have the right to replace a Lender as a party to this
            Agreement, the Borrower may, upon notice to such Lender and the
            Administrative Agent, replace such Lender by causing such Lender to
            assign its Commitment and outstanding Loans (with the assignment fee
            to be paid by the Borrower in such instance) pursuant to Section
            11.07(b) to one or more other Lenders or Eligible Assignees procured
            by the Borrower (each such Lender or Eligible Assignee, a
            "Replacement Lender"); provided, however, that if the Borrower
            elects to exercise such right with respect to any Lender pursuant to
            Section 3.06(b), it shall be obligated to replace all Lenders that
            have made similar requests for compensation pursuant to Section 3.01
            or 3.04. The Borrower shall (x) pay in full all principal, interest,
            fees and other amounts owing to such Lender through the date of
            replacement (including any amounts payable pursuant to Section
            3.05), (y) provide appropriate assurances and indemnitees (which may
            include letters of credit) to the L/C Issuer and the Swing Line
            Lender as each may reasonably require with respect to any continuing
            obligation to fund participation

                                       28
<PAGE>

            interests in any L/C Obligations or any Swing Line Loans then
            outstanding, and (z) release such Lender from its obligations under
            the Loan Documents. Any Lender being replaced shall execute and
            deliver an Assignment and Assumption with respect to such Lender's
            Commitment and outstanding Loans and participations in L/C
            Obligations and Swing Line Loans; provided that, the failure by such
            replaced Lender to execute and deliver an Assignment and Assumption
            shall not impair the validity of the removal of such replaced Lender
            and the mandatory assignment of a replaced Lender's Commitments and
            outstanding Loans and participations in L/C Obligations and Swing
            Line Loans pursuant to this Section 11.16 shall nevertheless be
            effective without the execution by such replaced Lender of an
            Assignment and Assumption.

                  If, in connection with any proposed change, waiver, discharge
            or termination to any of the provisions of this Agreement as
            contemplated by clauses (b) through (g), inclusive, of the first
            proviso in Section 11.01, the consent of the Required Lenders is
            obtained but the consent of one or more of such other Lenders whose
            consent is required is not obtained, then the Borrower shall have
            the right to replace each such non-consenting Lender or Lenders with
            one or more Replacement Lenders pursuant to this Section 11.16 so
            long as at the time of such replacement, each such Replacement
            Lender consents to the proposed change, waiver, discharge or
            termination.

            (wwww) A new Section 11.20 is hereby added and shall read as
      follows:

            11.20 USA PATRIOT Act Notice.

                  Each Lender and the Administrative Agent (for itself and not
            on behalf of any Lender) hereby notifies the Borrower that pursuant
            to the requirements of the USA Patriot Act (Title III of Pub. L.
            107-56 (signed into law October 26, 2001)) (the "Act"), it is
            required to obtain, verify and record information that identifies
            the Borrower, which information includes the name and address of the
            Borrower and other information that will allow such Lender or the
            Administrative Agent, as applicable, to identify the Borrower in
            accordance with the Act.

            (xxxx) Schedules 2.01(a), 6.10, 6.13, 8.02, 8.03 and 11.02 are
      hereby amended to read as provided on Schedules 2.01(a), 6.10, 6.13, 8.02,
      8.03 and 11.02 attached hereto.

            (yyyy) "Exhibit E" is hereby amended to read as provided on Exhibit
      E attached hereto.

            (zzzz) New "Schedule 1.01(b)" and "Schedule 1.01(c)" are hereby
      added to read, respectively, as provided on Schedule 1.01(b) and Schedule
      1.01(c) attached hereto.

            (aaaaa) A new "Exhibit I-1" is hereby added in the form of Exhibit
      I-1 attached hereto.

            (bbbbb) "Exhibit K" is hereby deleted in its entirety.

      2.    Consents. Subject to the satisfaction of the conditions precedent
set forth in Section 3 of this Amendment, the Administrative Agent and the
Lenders hereby (a) consent to the Summit Equity Disposition notwithstanding the
terms of Section 8.05(c) of the Credit Agreement, (b) agree that neither the
transfer of assets from Summit to Newco nor the Summit Equity Disposition shall
count toward the basket for permitted Dispositions contained in Section 8.05(e)
of the Credit Agreement and (c) agree that the Net Cash Proceeds from the Summit
Equity Disposition will not have to be used to prepay the Loans pursuant to
Section 2.05(b)(ii) of the Credit Agreement; provided, that (y) the Summit
Equity Disposition

                                       29
<PAGE>

is consummated on or before December 31, 2004 and (z) no later than five (5)
Business Days prior to the consummation of the Summit Equity Disposition, the
Borrower delivers to the Administrative Agent (i) a Pro Forma Compliance
Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the
Summit Equity Disposition, the Loan Parties would be in compliance with the
financial covenants set forth in Section 8.11 of the Credit Agreement as of the
most recent fiscal quarter end for which the Loan Parties have delivered
financial statements pursuant to Section 7.01(a) or (b) of the Credit Agreement.

      3.    Conditions Precedent. This Amendment shall be effective upon
satisfaction of the following conditions precedent:

            (a)   receipt by the Administrative Agent of this Amendment executed
      by the Borrower, the Guarantors, the Lenders and Bank One, NA, as the
      resigning Administrative Agent and resigning Swing Line Lender;

            (b)   receipt by the Administrative Agent of (i) a Term Note
      executed by the Borrower in favor of each Term Loan Lender requesting a
      Term Note and (ii) a Revolving Note executed by the Borrower in favor of
      each Lender holding a Revolving Commitment requesting a Revolving Note;

            (c)   receipt by the Administrative Agent of favorable opinions of
      counsel to the Loan Parties, addressed to the Administrative Agent and
      each Lender, and in form and substance satisfactory to the Administrative
      Agent and its legal counsel;

            (d)   receipt by the Administrative Agent of resolutions of each
      Loan Party approving and adopting the Amendment and authorizing execution
      and delivery thereof, certified by a secretary or assistant secretary of
      such Loan Party to be true and correct and in force and effect as of the
      date hereof;

            (e)   receipt by the Administrative Agent of reasonably satisfactory
      evidence that the Hillcrest Acquisition shall be consummated in accordance
      with the terms of the Hillcrest Purchase Agreement, and in compliance with
      the applicable Laws and regulatory approvals;

            (f)   receipt by the Administrative Agent of a copy, certified by a
      Responsible Officer of the Borrower as true and complete, of the Hillcrest
      Acquisition Documents, together with all exhibits and schedules, all of
      which shall be in form and substance reasonably satisfactory to the
      Administrative Agent;

            (g)   receipt by the Administrative Agent of (i) searches of Uniform
      Commercial Code filings in each jurisdiction where any Collateral to be
      acquired in the Hillcrest Acquisition is located or where a filing would
      need to be made in order to perfect the Administrative Agent's security
      interest in such Collateral, copies of the financing statements on file in
      such jurisdictions and evidence that no Liens exist other than Permitted
      Liens and (ii) duly executed UCC filings and related documents as are
      reasonably necessary, in the Administrative Agent's reasonable discretion,
      to attach and perfect the Administrative Agent's security interest in
      substantially all of the Hillcrest Assets;

            (h)   receipt of all governmental, shareholder and third party
      consents (including Hart-Scott-Rodino clearance) and approvals necessary
      or, in the reasonable opinion of CNAI and Bank of America, desirable in
      connection with the Hillcrest Acquisition and the related financings and
      other transactions contemplated hereby and expiration of all applicable
      waiting periods without any action being taken by any authority that could
      restrain, prevent or impose any

                                       30
<PAGE>

      material adverse conditions on the Parent and its subsidiaries or such
      other transactions or that could seek or threaten any of the foregoing,
      and no law or regulation shall be applicable which in the reasonable
      judgment of CNAI and Bank of America could reasonably be expected to have
      such effect;

            (i)   receipt of a rating for the Loans from both Moody's and S&P;

            (j)   receipt from the Borrower of a calculation satisfactory to the
      Administrative Agent calculating the Fixed Charge Coverage Ratio (as
      defined in the Indenture) for the Borrower's most recently ended four full
      fiscal quarters for which internal financial statements are available at
      an amount of at least 2.0 to 1.0 on a pro forma basis, as if the portion
      of the Term Loan drawn on the Third Amendment Effective Date had been
      incurred at the beginning of such four-quarter period;

            (k)   receipt by the Resigning Administrative Agent of all fees and
      interest that have accrued through the Third Amendment Effective Date with
      respect to the Obligations;

            (l)   receipt by the Administrative Agent from the Borrower of
      evidence satisfactory to the Administrative Agent that the Parent has
      received aggregate cash proceeds of not less than $58,300,000 from the
      issuance of additional ownership interests of the Parent to the Sponsors
      and their affiliated funds and certain of their respective general
      partners and managers;

            (m)   receipt on or before the Third Amendment Effective Date by the
      Administrative Agent, the Joint Lead Arrangers, any Lender and/or their
      affiliates of all other fees and expenses required to be paid on or before
      the Third Amendment Effective Date;

            (n)   receipt by the Administrative Agent of a copy, certified by a
      Responsible Officer of the Borrower as true and complete, of the Cimarron
      Purchase Agreement, which shall be in form and substance reasonably
      satisfactory to the Administrative Agent;

            (o)   receipt by the Administrative Agent of satisfactory evidence
      that all governmental, shareholder and third party consents (including
      Hart-Scott-Rodino clearance) and approvals necessary in connection with
      the Cimarron Acquisition have been received;

            (p)   receipt by the Administrative Agent of a promissory note
      evidencing the approximately $26,000,000 loan to SPV in form and substance
      reasonably satisfactory to the Administrative Agent; and

            (q)   receipt by the Administrative Agent of satisfactory escrow
      agreements in connection with the Hillcrest Acquisition.

      For purposes of determining compliance with the conditions specified in
      this Section 3, each Lender that has signed this Amendment shall be deemed
      to have consented to, approved or accepted or to be satisfied with, each
      document or other matter required thereunder to be consented to or
      approved by or acceptable or satisfactory to a Lender unless the
      Administrative Agent shall have received notice from such Lender prior to
      the proposed Third Amendment Effective Date specifying its objection
      thereto.

      4.    Miscellaneous.

            (a)   Bank One, NA hereby resigns as Administrative Agent and Swing
      Line Lender, respectively, under the Credit Agreement and the other Loan
      Documents, effective as of the Third

                                       31
<PAGE>

      Amendment Effective Date. The Borrower and the Lenders (as determined
      after giving effect to this Amendment) hereby appoint and approve the
      appointment of CNAI as Administrative Agent and Swing Line Lender and
      Citibank as an L/C Issuer, and the resignation of Bank One, NA as the
      Administrative Agent and Swing Line Lender under the Credit Agreement and
      the other Loan Documents as of the Third Amendment Effective Date. The
      Lenders (as determined after giving effect to this Amendment) hereby
      authorize CNAI and Citibank to act in the foregoing capacities under the
      Credit Agreement and the other Loan Documents in accordance with Article X
      of the Credit Agreement. CNAI hereby accepts the appointment of the
      Lenders and agrees to serve as the Administrative Agent and Swing Line
      Lender under the Credit Agreement and the other Loan Documents from and
      after the Third Amendment Effective Date. Citibank hereby accepts agrees
      to serve as an L/C Issuer under the Credit Agreement and the other Loan
      Documents from and after the Third Amendment Effective Date.

            (b)   The Credit Agreement, and the obligations of the Loan Parties
      thereunder and under the other Loan Documents, are hereby ratified and
      confirmed and shall remain in full force and effect according to their
      terms.

            (c)   Each Guarantor (i) acknowledges and consents to all of the
      terms and conditions of this Amendment, (ii) affirms all of its
      obligations under the Loan Documents, (iii) agrees that this Amendment and
      all documents executed in connection herewith do not operate to reduce or
      discharge its obligations under the Credit Agreement or the other Loan
      Documents and (iv) hereby confirms and agrees that its Guaranty shall
      continue and remain in full force and effect after giving effect to this
      Amendment and that, notwithstanding any contrary terms in such Guaranty,
      such Guaranty now applies to the Credit Agreement as amended by this
      Amendment.

            (d)   The Borrower and the Guarantors hereby represent and warrant
      as follows:

                  (i)   Each Loan Party has taken all necessary action to
            authorize the execution, delivery and performance of this Amendment.

                  (ii)  This Amendment has been duly executed and delivered by
            the Loan Parties and constitutes each of the Loan Parties' legal,
            valid and binding obligations, enforceable in accordance with its
            terms, except as such enforceability may be subject to (A)
            bankruptcy, insolvency, reorganization, fraudulent conveyance or
            transfer, moratorium or similar laws affecting creditors' rights
            generally and (B) general principles of equity (regardless of
            whether such enforceability is considered in a proceeding at law or
            in equity).

                  (iii) No consent, approval, authorization or order of, or
            filing, registration or qualification with, any court or
            governmental authority or third party is required in connection with
            the execution, delivery or performance by any Loan Party of this
            Amendment, other than those that have already been obtained and are
            in full force and effect as of the date hereof.

            (e)   The Loan Parties represent and warrant to the Lenders that (i)
      the representations and warranties of the Loan Parties set forth in
      Article VI of the Credit Agreement and in each other Loan Document are
      true and correct in all material respects as of the date hereof with the
      same effect as if made on and as of the date hereof, except to the extent
      such representations and warranties expressly relate solely to an earlier
      date and (ii) no event has occurred and is continuing which constitutes a
      Default or an Event of Default.

                                       32
<PAGE>

            (f)   The Borrower agrees to pay all reasonable costs and expenses
      of the Administrative Agent in connection with the preparation, execution
      and delivery of this Amendment, including without limitation the
      reasonable fees and expenses of Moore & Van Allen, PLLC.

            (g)   This Amendment may be executed in any number of counterparts,
      each of which when so executed and delivered shall be an original, but all
      of which shall constitute one and the same instrument. Delivery of an
      executed counterpart of this Amendment by telecopy shall be effective as
      an original and shall constitute a representation that an executed
      original shall be delivered.

            (h)   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK.

            (i)   From and after the Third Amendment Effective Date, by
      execution of this Amendment, each Person identified as a "Lender" on the
      signature pages hereto that is not already a Lender under the Credit
      Agreement (a "New Lender") hereby acknowledges, agrees and confirms that,
      by its execution of this Amendment, such Person will be deemed to be a
      party to the Credit Agreement as amended hereby and a "Lender" for all
      purposes of the Credit Agreement as amended hereby, and shall have all of
      the obligations of a Lender thereunder as if it had executed the Credit
      Agreement, as amended hereby. Such Person hereby ratifies, as of the date
      hereof, and agrees to be bound by, all of the terms, provisions and
      conditions applicable to the Lenders contained in the Credit Agreement, as
      amended hereby.

                            [Signature Pages Follow]

                                       33
<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:   ARDENT HEALTH SERVICES, INC.,
            a Delaware corporation

            By: /s/ R. Dirk Allison
               -------------------------------------
            Name: R. Dirk Allison
            Title: Executive Vice President and Chief Financial Officer

GUARANTORS: ARDENT HEALTH SERVICES LLC,
            a Delaware limited liability company

            By: /s/ R. Dirk Allison
               -------------------------------------
            Name: R. Dirk Allison
            Title: Executive Vice President and Chief Financial Officer

            AHS ALBUQUERQUE HOLDINGS, LLC,
            a New Mexico limited liability company
            AHS CUMBERLAND HOSPITAL, LLC,
            a Virginia limited liability company
            AHS KENTUCKY HOLDINGS, INC.,
            a Delaware corporation
            AHS KENTUCKY HOSPITALS, INC.,
            a Delaware corporation
            AHS LOUISIANA HOLDINGS, INC.,
            a Delaware corporation
            AHS LOUISIANA HOSPITALS, INC.,
            a Delaware corporation
            AHS MANAGEMENT COMPANY, INC.,
            a Tennessee corporation
            AHS NEW MEXICO HOLDINGS, INC.,
            a New Mexico corporation
            AHS SAMARITAN HOSPITAL, LLC,
            a Kentucky limited liability company
            AHS S.E.D. MEDICAL LABORATORIES, INC.,
            a New Mexico corporation
            AHS SUMMIT HOSPITAL, LLC,
            a Delaware limited liability company
            ARDENT MEDICAL SERVICES, INC.,
            a Delaware corporation
            BEHAVIORAL HEALTHCARE CORPORATION,
            a Delaware corporation

            By: /s/ R. Dirk Allison
               -------------------------------------
            Name: R. Dirk Allison
            Title: Senior Vice President of each of the foregoing Guarantors

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

            BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC,
            a Delaware limited liability company
            BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC,
            a Delaware limited liability company
            BHC MONTEVISTA HOSPITAL, INC.,
            a Nevada corporation
            BHC OF INDIANA, GENERAL PARTNERSHIP,
            a Tennessee general partnership
            BHC ALHAMBRA HOSPITAL, INC.,
            a Tennessee corporation
            BHC BELMONT PINES HOSPITAL, INC.,
            a Tennessee corporation
            BHC CEDAR VISTA HOSPITAL, INC.,
            a California corporation
            BHC COLUMBUS HOSPITAL, INC.,
            a Tennessee corporation
            BHC FAIRFAX HOSPITAL, INC.,
            a Tennessee corporation
            BHC FOX RUN HOSPITAL, INC.,
            a Tennessee corporation
            BHC FREMONT HOSPITAL, INC.,
            a Tennessee corporation
            BHC GULF COAST MANAGEMENT GROUP, INC.,
            a Tennessee corporation
            BHC HEALTH SERVICES OF NEVADA, INC.,
            a Nevada corporation
            BHC HERITAGE OAKS HOSPITAL, INC.,
            a Tennessee corporation
            BHC HOSPITAL HOLDINGS, INC.,
            a Delaware corporation
            BHC INTERMOUNTAIN HOSPITAL, INC.,
            a Tennessee corporation
            BHC LEBANON HOSPITAL, INC.,
            a Tennessee corporation
            BHC MANAGEMENT HOLDINGS, INC.,
            a Delaware corporation
            BHC MANAGEMENT SERVICES, LLC,
            a Delaware limited liability company
            BHC MANAGEMENT SERVICES OF INDIANA, LLC,
            a Delaware limited liability company
            BHC MANAGEMENT SERVICES OF KENTUCKY, LLC,
            a Delaware limited liability company

            By: /s/ R. Dirk Allison
               -------------------------------------
            Name: R. Dirk Allison
            Title: Senior Vice President of each of the foregoing Guarantors

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

            BHC OF NORTHERN INDIANA, INC.,
            a Tennessee corporation
            BHC PHYSICIAN SERVICES OF KENTUCKY, LLC,
            a Delaware limited liability company
            BHC PINNACLE POINTE HOSPITAL, INC.,
            a Tennessee corporation
            BHC PROPERTIES, INC.,
            a Tennessee corporation
            BHC SIERRA VISTA HOSPITAL, INC.,
            a Tennessee corporation
            BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.,
            a Tennessee corporation
            BHC STREAMWOOD HOSPITAL, INC.,
            a Tennessee corporation
            BHC VALLE VISTA HOSPITAL, INC.,
            a Tennessee corporation
            BHC WINDSOR HOSPITAL, INC.,
            an Ohio corporation
            COLUMBUS HOSPITAL, LLC,
            a Delaware limited liability company
            INDIANA PSYCHIATRIC INSTITUTES, INC.,
            a Delaware corporation
            LEBANON HOSPITAL, LLC,
            a Delaware limited liability company
            MESILLA VALLEY GENERAL PARTNERSHIP,
            a New Mexico general partnership
            MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.,
            a New Mexico corporation
            NORTHERN INDIANA HOSPITAL, LLC,
            a Delaware limited liability company
            VALLE VISTA, LLC,
            a Delaware limited liability company
            WILLOW SPRINGS, LLC,
            a Delaware limited liability company
            AHS RESEARCH AND REVIEW, LLC,
            a New Mexico limited liability company
            BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC,
            a Delaware limited liability company

            By: /s/ R. Dirk Allison
               -------------------------------------
            Name: R. Dirk Allison
            Title: Senior Vice President of each of the foregoing Guarantors

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

            AHS ACADEMIC HEALTH CENTER, LLC., a Delaware
            limited liability company
            AHS BRISTOW HOSPITAL, LLC, a Delaware limited liability company
            AHS CLEVELAND HOSPITAL, LLC, a Delaware limited
            liability company
            AHS CUSHING HOSPITAL, LLC, a Delaware limited liability company
            AHS EASTERN OKLAHOMA MEDICAL CENTER, LLC, a
            Delaware limited liability company
            AHS HENRYETTA HOSPITAL, LLC, a Delaware limited
            liability company
            AHS HILLCREST MEDICAL CENTER, LLC, a Delaware limited
            liability company
            AHS HILLCREST SPECIALTY HOSPITAL, LLC, a Delaware limited
            liability company
            AHS MANAGEMENT SERVICES OF OKLAHOMA, LLC, a
            Delaware limited liability company
            AHS OKLAHOMA HEALTH SYSTEM, LLP, a Delaware limited
            liability partnership
            AHS OKLAHOMA HOLDINGS, INC., a Delaware corporation
            AHS OKLAHOMA HOSPITALS, INC., a Delaware corporation
            AHS OKLAHOMA PHYSICIAN GROUP, LLC, a
            Delaware limited liability company
            AHS PAWNEE HOSPITAL, LLC, a Delaware limited
            liability company
            AHS RIVERSIDE PHO, LLC, a Delaware limited liability company
            AHS TULSA HOLDINGS, LLC, a Delaware limited liability company
            AHS TULSA REGIONAL MEDICAL CENTER, LLC, a
            Delaware limited liability company
            AHS WAGONER HOSPITAL, LLC, a Delaware limited liability company
            BHC MANAGEMENT SERVICES OF LOUISIANA, LLC, a
            Delaware limited liability company
            BHC MANAGEMENT SERVICES OF TULSA, LLC, a
            Delaware limited liability company

            By: /s/ Edward B. LeMaster III
               -------------------------------------
            Name: Edward B. LeMaster III
            Title: Vice President, Development

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

ADMINISTRATIVE
AGENT:             BANK ONE, NA,
                   as the resigning Administrative Agent and resigning Swing
                   Line Lender

                   By: /s/ Timothy K. Boyle
                      ------------------------------------
                   Name: Timothy K. Boyle
                   Title: First Vice President

                   CITICORP NORTH AMERICA, INC.,
                   as the new Administrative Agent and Swing Line Lender

                   By: /s/ Asghar Ali
                      ------------------------------------
                   Name: Asghar Ali
                   Title: Vice President

L/C ISSUERS:       BANK ONE, NA,
                   as an L/C Issuer

                   By: /s/ Timothy K. Boyle
                      ------------------------------------
                   Name: Timothy K. Boyle
                   Title: First Vice President

                   CITIBANK N.A.,
                   as an L/C Issuer

                   By: /s/ Asghar Ali
                      ------------------------------------
                   Name: Asghar Ali
                   Title: Vice President

                   BANK OF OKLAHOMA, N.A.,
                   as an L/C Issuer

                   By: /s/ Holly Byrne
                      ------------------------------------
                   Name: Holly Byrne
                   Title: AVP

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

LENDERS:            CITICORP NORTH AMERICA, INC.

                    By: /s/ Asghar Ali
                       -------------------------------------
                    Name: Asghar Ali
                    Title: Vice President

                    BANK ONE, NA

                    By: /s/ Timothy K. Boyle
                       -------------------------------------
                    Name: Timothy K. Boyle
                    Title: First Vice President

                    BANK OF AMERICA, N.A.

                    By: /s/ Gabriela Millhorn
                       -------------------------------------
                    Name: Gabriela Millhorn
                    Title: Principal

                    BANK OF OKLAHOMA, N.A.

                    By: /s/ Holly Byrne
                       -------------------------------------
                    Name: Holly Byrne
                    Title: AVP

                    FIFTH THIRD BANK, N.A. (TENNESSEE)

                    By: /s/ Sandy Hamrick
                       -------------------------------------
                    Name: Sandy Hamrick
                    Title: Vice President

                    GENERAL ELECTRIC CAPITAL CORPORATION

                    By: /s/ Jeffrey P. Hoffman
                       -------------------------------------
                    Name: Jeffrey P. Hoffman
                    Title: Duly Authorized Signatory

                    OLD NATIONAL BANK

                    By: /s/ Darrin McCauley
                       -------------------------------------
                    Name: Darrin McCauley
                    Title: Senior Vice President

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                 WELLS FARGO BANK N.A.

                 By: /s/ Michael Rogholt
                    -------------------------------------
                 Name: Michael Rogholt
                 Title: Vice President

                 UBS AG, CAYMAN ISLANDS BRANCH

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

                 By: /s/ Doris Mesa
                    -------------------------------------
                 Name: Doris Mesa
                 Title: Associate Director
                        Banking Products Services, US

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                    Exhibit E

                               FORM OF LOAN NOTICE

Date: ________, 200__

To:   Citicorp North America, Inc., as Administrative Agent

Re:   Credit Agreement (as amended, modified, supplemented and extended from
      time to time, the "Credit Agreement") dated as of ---------------- August
      19, 2003 among Ardent Health Services, Inc., a Delaware corporation (the
      "Borrower"), the Guarantors identified -------- therein, the Lenders
      identified therein, and Citicorp North America, Inc., as Administrative
      Agent. Capitalized terms used but not otherwise defined herein have the
      meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

[ ] A Borrowing of Revolving Loans

[ ] A Borrowing of Incremental Term Loans

[ ] A Borrowing of the Term Loan

[ ] A conversion or continuation of Revolving Loans

[ ] A conversion or continuation of Incremental Term Loans

[ ] A conversion or continuation of the Term Loan

1.    On _______________, 200__ (which is a Business Day).

2.    In the amount of $__________.

3.    Comprised of __________ (Type of Loan requested).

4.    For Eurodollar Rate Loans: with an Interest Period of __________ months.

With respect to any Borrowing or any conversion or continuation requested
herein, the Borrower hereby represents and warrants that (i) in the case of a
Borrowing of Revolving Loans, such request complies with the requirements of the
proviso to the first sentence of Section 2.01(a) of the Credit Agreement and is
permitted under Section 4.09(b)(1) of the Indenture, (ii) in the case of a
Borrowing or any conversion or continuation, each of the conditions set forth in
Section 5.02 of the Credit Agreement have been satisfied on and as of the date
of such Borrowing or such conversion or continuation, and (iii) in the case of a
Borrowing of an Incremental Term Loan, each of the conditions set forth in
Section 5.03 of the Credit Agreement have been satisfied.

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                      ARDENT HEALTH SERVICES, INC.,
                                      a Delaware corporation

                                      By:
                                         -------------------------------------
                                      Name:
                                      Title:

                                             THIRD AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   Exhibit I-1

                                FORM OF TERM NOTE

                                                                 August 12, 2004

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
______________ or registered assigns (the "Lender"), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal
amount of the Term Loan made by the Lender to the Borrower pursuant to that
certain Credit Agreement (as amended, modified, supplemented and extended from
time to time, the "Credit Agreement") dated as of August 19, 2003 among the
Borrower, the Guarantors identified therein, the Lenders identified therein and
Citicorp North America, Inc., as Administrative Agent, an L/C Issuer and Swing
Line Lender. Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each
Term Loan from the date of such Term Loan until such principal amount is paid in
full, at such interest rates as and at such times as provided in the Credit
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement. Term
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

                                      ARDENT HEALTH SERVICES, INC.,
                                      a Delaware corporation

                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:

                                             THIRD AMENDMENT TO CREDIT AGREEMENT