TRIAD HOSPITALS INC
AMENDMENT NO. 4
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDMENT NO. 4
<TEXT>
<PAGE>

                                                                    Exhibit 10.1


                                 AMENDMENT NO. 4

     THIS AMENDMENT NO. 4 dated as of June 28, 2002 (this "Amendment") to the
Credit Agreement referenced below is by and among TRIAD HOSPITALS, INC., a
Delaware corporation (the "Borrower"), and Bank of America, N.A., as
Administrative Agent on behalf of itself and the Lenders.

                               W I T N E S S E T H

     WHEREAS, a $1.2 billion credit facility was established in favor of the
Borrower pursuant to the terms of that Amended and Restated Credit Agreement
dated as of April 27, 200l (as amended and modified from time to time, the
"Credit Agreement") among the Borrower, the lenders identified therein, Merrill
Lynch & Co., as Syndication Agent, The Chase Manhattan Bank and Citicorp USA,
Inc., as Co-Documentation Agents, and Bank of America, N.A., as Administrative
Agent;

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

     WHEREAS, the Lenders have agreed to the requested modifications on the
terms and conditions set forth herein and have directed the Administrative Agent
to enter into this Amendment for and on their behalf;

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

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

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

     2.1  In Section 1.1, the following definitions are amended in their
entirety to read as follows:

          "Debt Transaction" means, with respect to any member of the
          Consolidated Group, any issuance of Subordinated Debt in accordance
          with Section 9.1(i) not constituting a refinancing in accordance with
          Section 9.8(d).

          "Pro Forma Compliance Certificate" means a certificate of an Executive
          Officer of the Borrower delivered to the Administrative Agent in
          connection with (i) any incurrence of Subordinated Debt permitted
          under Section 9.1 or Section 9.8, (ii) any Asset Disposition (other
          than the Approved Asset Dispositions or the QHR Disposition) permitted
          under Section 9.5 if the aggregate net book value of the assets sold,
          leased or otherwise disposed of in any Asset Disposition exceeds $5
          million or (iii) any Acquisition permitted under Section 9.4 if the
          aggregate consideration (including cash consideration and the fair
          value of any non-cash consideration and indebtedness assumed) therefor
          exceeds $5 million, as applicable, and containing reasonably detailed
          calculations, upon giving effect to the applicable transaction on a
          Pro Forma Basis, of the Consolidated Fixed Charge Coverage Ratio, the
          Consolidated Total Leverage Ratio, the Consolidated Senior Leverage
          Ratio and Consolidated Net Worth as of the most recent fiscal quarter
          end preceding the date of the applicable transaction with respect to
          which the Administrative Agent shall have received the Required
          Financial Information.

<PAGE>

               "Revolving Loan" shall have the meaning assigned to such term in
               Section 2.1(a) and, for purposes of Section 3.3(c), shall include
               any additional tranches of Revolving Loans permitted pursuant to
               Section 9.1(a).

               "Subordinated Debt" means (i) the Senior Subordinated Notes and
               (ii) any other Indebtedness of a member of the Consolidated Group
               which by its terms is expressly subordinated in right of payment
               to the prior payment of the loans and obligations under the
               Credit Agreement and the other Credit Documents on the terms and
               conditions and evidenced by documentation satisfactory to the
               Administrative Agent.

               "Term Loans" means the Tranche A Term Loan, the Tranche B Term
               Loan and, for purposes of Section 3.3(c), any additional tranches
               of Term Loans permitted pursuant to Section 9.1(a).

     2.2       In Section 1.1 clause (iii) the definition of "Excluded Property"
is amended to read as follows:

               (iii)    which has a fair market value of less than $15 million.

     2.3       In Section 1.1, clauses (iv) and (vii) of the definition of
"Permitted Acquisitions" are amended, respectively, to read as follows:

               (iv)     if the aggregate consideration (including cash
               consideration and the fair value of any non-cash consideration
               and indebtedness assumed) for such Acquisition exceeds $5
               million, the Borrower shall have delivered to the Administrative
               Agent a Pro Forma Compliance Certificate demonstrating that, upon
               giving effect to such Acquisition on a Pro Forma Basis, the
               Borrower shall be in compliance with all of the covenants set
               forth in Section 8.11;

               (vii) if after giving effect to such Acquisition the Consolidated
               Total Leverage Ratio will be greater than 3.25:1.0 on a Pro
               Forma Basis, the aggregate consideration (including cash
               consideration and the fair value of any non-cash consideration
               and indebtedness assumed) paid in connection with all
               Acquisitions in any fiscal year shall not exceed an amount equal
               to the sum of (A) $100 million, plus (B) the portion of Net
               Proceeds from Asset Dispositions not required as a mandatory
               prepayment under Section 3.3(b)(ii) up to $50 million (to the
               extent not used in connection with a previous Permitted
               Acquisition), plus (C) the portion of Net Proceeds from Debt
               Transactions not required as a mandatory prepayment on the Loans
               hereunder under Section 3.3(b)(iii) (to the extent not used in
               connection with a previous Permitted Acquisition or the
               prepayment, redemption, defeasance or acquisition of Indebtedness
               permitted under Section 9.8(d)), plus (D) the portion of Net
               Proceeds from Equity Transactions not required as a mandatory
               prepayment on the Loans hereunder under Section 3.3(b)(iv) (to
               the extent not used in connection with a previous Permitted
               Acquisition, Capital Expenditures permitted under Section 8.11(f)
               or the prepayment, redemption, defeasance or acquisition of
               Indebtedness permitted under Section 9.8(d)), minus (E) the
               amount expended pursuant to clause (xi) of the definition of
               Permitted Investments in the twelve (12) months preceding any
               such Acquisition); provided, however, with respect to any
               Acquisition, if the Consolidated Total Leverage Ratio as of the
               end of the immediately preceding fiscal quarter determined on a
               Pro Forma Basis giving effect to such Acquisition (and any other
               Acquisition consummated after the end of the immediately
               preceding fiscal quarter) is

                                       2

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               less than or equal to 3.25:1.0, then such Acquisition shall not
               be included in any calculation of the limitations set forth in
               this clause (vii);

          2.4  In Section 1.1 in the definition of "Permitted Investments",
 clause (xvii) is renumbered as (xviii), a new clause (xvii) is added and
 clauses (vi), (xvi) and (xviii) are amended, respectively, to read as follows:

               (vi)    advances or loans to customers and suppliers in the
               ordinary course of business that do not exceed $25 million at any
               time outstanding;

               (xvi)   Investments by members of the Consolidated Group (other
               than Exempt Subsidiaries) made in any Exempt Subsidiary after the
               date it is designated as an Exempt Subsidiary provided that on
               the date such Investment is made (and after giving effect to such
               Investment), the aggregate assets of all Exempt Subsidiaries do
               not exceed twenty percent (20%) of the consolidated assets of the
               Consolidated Group;

               (xvii)  deposits made by members of the Consolidated Group in
               connection with self-retention or self-insurance of general
               liability, medical malpractice, professional liability, property
               or workers' compensation liability which are required by
               providers of general liability, medical malpractice, professional
               liability, property or workers' compensation insurance to members
               of the Consolidated Group; and

               (xviii) Investments of a nature not contemplated in the foregoing
               subsections in an amount not to exceed at any time three percent
               (3%) of the consolidated assets of the Consolidated Group at such
               time.

         2.5   In Section 1.1, in the definition of "Permitted Liens" clauses
 (xvii) and (xviii) are renumbered as clauses (xix) and (xx), clause (vi) is
 amended as hereafter provided, and new clauses (xvii) and (xviii) are added to
 read as follows:

               (vi)    Liens incurred or deposits made by any member of the
               Consolidated Group in connection with any self-retention or
               self-insurance of general liability, medical malpractice,
               professional liability, property or workers' compensation
               liability by such members of the Consolidated Group with respect
               to general liability, medical malpractice, professional
               liability, property or workers' compensation which are required
               by providers of general liability, medical malpractice,
               professional liability, property or workers' compensation
               insurance to the members of the Consolidated Group;

               (xvii)  Liens securing Indebtedness permitted under Section
               9.1(h), provided that such Liens cover specific Property of the
               Credit Parties and are not blanket Liens;

               (xviii) Liens securing obligations not otherwise permitted by the
               foregoing clauses, provided that (A) the aggregate amount of
               obligations secured by such Liens shall not exceed $10 million
               and (B) such Liens cover specific Property of the Credit Parties
               and are not blanket Liens;

         2.6   In Section 1.1, the second sentence of the definition of "Pro
Forma Basis" is amended to read as follows:

               As used herein, "transaction" shall mean (i) any merger or
               consolidation permitted under Section 9.4, (ii) any Asset
               Disposition permitted under Section 9.5, (iii) any Acquisition

                                       3

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                  permitted under the definition of "Permitted Acquisition",
                  (iv) any merger, consolidation, Asset Disposition or
                  Acquisition occurring in any applicable period prior to the
                  Closing Date, (v) any Debt Transaction and (vi) any Equity
                  Transaction.

         2.7      In Section 1.1, the definition of "Pro Forma Basis" is amended
to delete the "and" at the end of clause (A) thereof, to replace the "." at the
end of clause (B) thereof with "; and" and to add a new clause (C) thereto to
read as follows:

                  (C)   for purposes of any such calculation in respect of any
                  such Debt Transaction or Equity Transaction, any Indebtedness
                  retired concurrent with the consummation of such Debt
                  Transaction or Equity Transaction shall be excluded and deemed
                  to have been retired as of the first day of the applicable
                  period.

         2.8      In the second paragraph of Section 1.3, the "and" at the end
of clause (i) thereof is replaced with "," and the "." at the end of clause (ii)
thereof is replaced with the following:

                  and (iii) in connection with any Debt Transaction or Equity
                  Transaction, any Indebtedness retired concurrent with the
                  consummation of such Debt Transaction or Equity Transaction
                  shall be excluded and deemed to have been retired as of the
                  first day of the applicable period.

         2.9      The LOC Committed Amount as referenced and defined in Section
2.1(b) is increased from $50 million to $100 million.

         2.10     The Swingline Committed Amount as referenced and defined in
Section 2.1(c) is increased from $20 million to $30 million.

         2.11     In Section 2.2(a)(iii) the reference to "11:00 A.M.
(Charlotte, North Carolina time)" is amended to read "12:00 Noon (Charlotte,
North Carolina time)".

         2.12     In Section 3.3(b), clauses (iii) and (iv) thereof are amended,
respectively, to read as follows:

                  (iii) Debt Transactions. In connection with any Debt
                  Transaction, to the extent the aggregate Net Proceeds from all
                  Debt Transactions consummated after the date of the Fourth
                  Amendment to Credit Agreement exceed $100 million, the Loans
                  shall be prepaid as hereafter provided in an amount equal to
                  the percentage shown below of such Net Proceeds in excess of
                  $100 million based on the Consolidated Total Leverage Ratio
                  after giving effect to such Debt Transaction and the
                  application of proceeds in connection therewith on a Pro Forma
                  Basis:


                                                   Percentage of Net Proceeds in
                        Consolidated Total            excess of $100 million
                          Leverage Ratio            to be applied as Prepayment


                         ****4.0:l.0                                  100%
                   ****3.5:l.0 but *4.0:l.0                            75%
                            *3.5:l.0                                   50%

                  (iv)  Equity Transactions. In connection with any Equity
                  Transaction, the Loans shall be prepaid as hereafter provided
                  in an amount equal to the percentage shown below of

****  greater than or equal to sign
* less than sign

                                       4

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                  Net Proceeds therefrom based on the Consolidated Total
                  Leverage Ratio after giving effect to such Equity Transaction
                  and the application of proceeds in connection therewith on a
                  Pro Forma Basis:

                           Consolidated Total     Percentage of Net Proceeds
                             Leverage Ratio       to be applied as Prepayment

                             ***3.0:1.0                       50%
                            ****3.0:1.0                       25%

         2.13     Section 3.3(c) is hereby amended to delete all references to
"the Tranche A Term Loan and the Tranche B Term Loan" therein, and replace "the
Term Loans" therefor.

         2.14     Clauses (c) and (e) of Section 8.1 are amended to read as
follows:

                  (c)   [Reserved].

                  (e)   Annual Business Plan and Budgets. By the 15th day of the
                  first month of each fiscal year of the Borrower, an annual
                  business plan and budget of the members of the Consolidated
                  Group containing, among other things, pro forma financial
                  statements for the coming fiscal year.

         2.15     Clause (f) of Section 8.11 is amended to read as follows:

                  (f)   Capital Expenditures. Consolidated Capital Expenditures
                  for each fiscal year shall not exceed an amount equal to the
                  sum of (i) $375 million plus (ii) the unused amount available
                  for Consolidated Capital Expenditures under this Section
                  8.11 for the immediately preceding fiscal year (excluding
                  any carry forward available from any prior fiscal year),
                  plus (iii) the amount of any Net Proceeds from Asset
                  Dispositions permitted to be retained by the Borrower
                  pursuant to Section 3.3(b)(ii)(B) to the extent that the
                  Borrower applies such amount to Consolidated Capital
                  Expenditures within twelve (12) months of the date of such
                  Approved Asset Disposition, plus (iv) the amount of any Net
                  Proceeds from Equity Transactions permitted to be retained
                  by the Borrower pursuant to Section 3.3(b)(iv) (to the
                  extent not used in connection with any Permitted Acquisition
                  or the prepayment, redemption, defeasance or acquisition of
                  Indebtedness permitted under Section 9.8(d)), plus (v) the
                  amount of any Consolidated Capital Expenditures which
                  constitute Permitted Acquisitions hereunder.

         2.16     In the proviso at the end of Section 8.12, the reference to
"16% of the consolidated assets of the Consolidated Group" is hereby amended to
read "twenty percent (20%) of the consolidated assets of the Consolidated
Group".

         2.17     The second sentence in the second paragraph of Section 8.13 is
amended in its entirety to read as follows:

                  Each Credit Party shall, and shall cause each of its
                  Subsidiaries to, take such action (including but not limited
                  to the actions set forth in Section 5.1(r)) at its own expense
                  as requested by the Administrative Agent to ensure that the
                  Administrative Agent has a first priority perfected Lien to
                  secure such party's obligations under the Credit Documents in
                  that portion of the collateral that is required to be pledged
                  pursuant to this Section 8.13, subject in each case only to
                  Permitted Liens.

______________
***  greater than sign
**** less than or equal to sign

                                       5

<PAGE>

         2.18  In Section 9.1, clauses (a) and (g) are amended to read as
 follows, clauses (h) and (i) are renumbered as clauses (l) and (m) and new
 clauses (h), (i), (j) and (k) are added, to read as follows:

               (a) Indebtedness existing or arising under this Credit Agreement
               or the other Credit Documents, including establishment of
               additional tranches of Indebtedness under the Credit Agreement
               (the specific terms and mechanics of which would be the subject
               of a separate amendment to this Credit Agreement), provided that
               in the case of establishment of any such additional tranche the
               Borrower shall have delivered to the Administrative Agent a Pro
               Forma Compliance Certificate demonstrating that, upon giving
               effect to such additional Indebtedness (assuming, in the case of
               a delayed draw term loan or revolving loan facility or similar
               facility, that the entire amount available under such tranche is
               advanced on date established) on a Pro Forma Basis, the Borrower
               shall be in compliance with all of the covenants set forth in
               Section 8.11;

               (g) the Senior Notes in an aggregate principal amount up to
               $700.0 million and other unsecured Funded Debt in an aggregate
               outstanding principal amount of up to $25 million at any time;

               (h) other secured Funded Debt in an aggregate principal amount of
               up to $25 million at any time;

               (i) Subordinated Debt, provided that (i) the Borrower shall have
               delivered to the Administrative Agent a Pro Forma Compliance
               Certificate demonstrating that, upon giving effect to such
               Subordinated Debt on a Pro Forma Basis, the Borrower shall be in
               compliance with all of the covenants set forth in Section 8.11,
               (ii) the aggregate principal amount of such Subordinated Debt
               shall not exceed an amount equal to the sum of (A) $300 million
               plus (B) if the Consolidated Total Leverage Ratio is less than
               3.25:1.0 as of the end of the immediately preceding fiscal
               quarter, the amount of Subordinated Debt that would cause the
               Consolidated Total Leverage Ratio to be equal to 3.25:1.0 as of
               the end of the immediately preceding fiscal quarter determined on
               a Pro Forma Basis after giving effect to such Subordinated Debt
               (and any other Subordinated Debt consummated after the end of the
               immediately preceding fiscal quarter), and (iii) the Borrower
               shall prepay the Loans with the Net Proceeds of such Subordinated
               Debt to the extent required under Section 3.3(b)(iii);

               (j) Subordinated Debt that refinances other Subordinated Debt to
               the extent permitted under Section 9.8(d); and

               (k) guaranty obligations in respect of patient receivables sold,
               assigned, turned over, conveyed or otherwise disposed of to
               collection agencies or other third parties, provided that the
               aggregate amount of the obligations guarantied shall not exceed
               $25 million at any time outstanding.

         2.19  In Section 9.5(iv), clause (F) thereof is deleted in its
entirety, the word "and" is added immediately before clause (E) thereof and
clause (E) thereof is amended to read as follows:

               (E) if the net book value of the assets sold, leased or otherwise
               disposed of in any Asset Disposition exceeds $5 million, the
               Borrower shall have demonstrated compliance with the financial
               covenants hereunder on a Pro Forma Basis after giving effect to
               the disposition and shall have delivered to the Administrative
               Agent a Pro Forma

                                       6

<PAGE>

                  Compliance Certificate (including reaffirmation of the
                  representations and warranties hereunder as of such date
                  before and after giving effect to such transaction) in
                  connection therewith.

         2.20     In clause (d) of Section 9.8, the proviso at the end thereof
is amended to read as follows:

                  provided, however, that the Borrower may refinance
                  Subordinated Debt with Subordinated Debt that has terms that
                  are not materially less favorable to the Borrower and its
                  Subsidiaries and has a weighted average maturity that is
                  greater than that of the Subordinated Debt being refinanced
                  so long as the Borrower shall have delivered to the
                  Administrative Agent a Pro Forma Compliance Certificate
                  demonstrating that, upon giving effect to such refinancing
                  on a Pro Forma Basis, the Borrower shall be in compliance
                  with all of the covenants set forth in Section 8.11;
                  provided, further, that to the extent any Net Proceeds
                  received from any Debt Transaction or Equity Transaction are
                  not required to be applied towards the prepayment of the Loans
                  under Section 3.3(b)(iii) and (iv) (and are not otherwise used
                  in connection with any Permitted Acquisition or Capital
                  Expenditures permitted under Section 8.11(f)), the Borrower
                  may use such Net Proceeds to repurchase, defease or reacquire
                  the Senior Notes and the Senior Subordinated Notes.

         2.21     Section 9.15 is amended to read as follows:

                  9.15 [Reserved].

         3.       The Guarantors join in the execution of this Amendment for
purposes of acknowledging and consenting to the terms of this Amendment and
reaffirming their guaranty obligations under the Guaranty Agreement.

         4.       The Borrower affirms that the representations and warranties
in the Credit Agreement and the other Credit Documents are true and correct in
all material respects as of the date hereof (except those which expressly relate
to an earlier period or date and except to the extent that changes in facts and
conditions on which such representations and warranties are based are required
or permitted under the Credit Agreement).

         5.       This Amendment shall be effective upon receipt by the
Administrative Agent of the following:

                  (a)      executed copies of Consents from the requisite
         Lenders, and executed signature pages to this Amendment from each of
         the parties hereto; and

                  (b)      the amendment fee payable to the Lenders consenting
         to this Amendment and any other fees payable in connection with this
         Amendment.

         6.       Except as modified hereby, all of the terms and provisions of
 the Credit Agreement (including Schedules and Exhibits) shall remain in full
 force and effect.

         7.       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.

                                        7

<PAGE>

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

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

                            [Signature Pages Follow]

                                       8

<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:                              TRIAD HOSPITALS, INC.,
                                       a Delaware corporation

                                       By: /s/ James R. Bedenbaugh
                                           -------------------------------------
                                       Name: JAMES R. BEDENBAUGH
                                       Title: SENIOR VICE PRESIDENT & TREASURER

ADMINISTRATIVE AGENT:                  BANK OF AMERICA, N.A.,
                                       as Administrative Agent and on
                                       behalf of the Lenders

                                       By:______________________________________
                                       Name:
                                       Title:

Consented to by:

GUARANTORS:                            [TO BE ADDED]

<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:                                   TRIAD HOSPITALS, INC.,
                                            a Delaware corporation

                                            By:_________________________________
                                            Name:
                                            Title:

ADMINISTRATIVE AGENT:                       BANK OF AMERICA, N.A.,
                                            as Administrative Agent and on
                                            behalf of the Lenders


                                            By: /s/ Kevin R. Wagley
                                               ---------------------------------
                                            Name:  Kevin R. Wagley
                                            Title: Principal


Consented to by:

GUARANTORS:                                 [TO BE ADDED]

<PAGE>

                           CONSENT TO AMENDMENT NO. 4
                             TRIAD HOSPITALS, INC.

June 28, 2002

Bank of America, N.A., as Administrative Agent
1455 Market Street
CA5-701-05-19
San Francisco, CA 94103
Attention: Kevin Ahart
Facsimile: (415) 503-5000

Re:     Amended and Restated Credit Agreement dated as of April 27, 2001 (as
        amended and modified, the "Credit Agreement") among Triad Hospitals,
        Inc., a Delaware corporation, as Borrower, the lenders identified
        therein, Merrill Lynch & Co., as Syndication Agent, The Chase Manhattan
        Bank and Citicorp USA, Inc., as Co-Documentation Agents, and Bank of
        America, N.A., as Administrative Agent. Terms used but not otherwise
        defined shall have the meanings provided in the Credit Agreement.

        Amendment No. 4 dated as of June 28, 2002 (the "Subject Amendment") to
        the Credit Agreement

Ladies and Gentlemen:

This should serve to confirm our receipt of, and consent to, the Subject
Amendment. We hereby authorize and direct you, as Administrative Agent for the
Lenders, to enter into the Subject Amendment on our behalf in accordance with
the terms of the Credit Agreement upon your receipt of such consent and
direction from the Required Lenders, and agree that the Borrower may rely upon
such authorization.

Very truly yours,

____________________________
      [Name of Lender]

By:_________________________
Name:
Title:

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