TRIAD HOSPITALS HOLDINGS INC
AMENDED CREDIT FACILITIES COMMITMENT LETTER
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED CREDIT FACILITIES COMMITMENT LETTER
<TEXT>

<PAGE>

                                                                November 29,2000

Triad Hospitals Holdings, Inc.
13455 Noel Road
20th Floor
Dallas, TX  75240

               Re: Project Quarterback -- Credit Facilities Commitment Letter
                   ----------------------------------------------------------

Ladies and Gentlemen:

          This Commitment Letter amends and restates in its entirety the
Commitment Letter dated October 18, 2000 by and between Triad Hospitals
Holdings, Inc. and Merrill Lynch Capital Corporation (the "Original Commitment
                                                           -------------------
Letter") and supersedes it in all respects.
------

          Triad Hospitals Holdings, Inc. ("you" or "Company" or "Borrower") has
                                           ---      -------      --------
advised Merrill Lynch Capital Corporation ("Merrill Lynch"), Bank of America,
                                            -------------
N.A. ("BofA"), Banc of America Securities LLC ("BAS") and Banc of America Bridge
       ----                                     ---
LLC ("BAB" and together with BofA and BAS, "Bank of America", and BofA, BAS, BAB
      ---
and Merrill Lynch, collectively, "we" or "us") that (i) Triad Hospitals, Inc.,
                                  --      --
the parent of Company ("Triad"), intends to enter into a merger agreement (the
                        -----
"Merger Agreement") with a company previously identified to us and code-named
-----------------
Titans ("Target") pursuant to which Triad will acquire (the "Acquisition") all
         ------                                              -----------
of the capital stock of Target; (ii) immediately prior to the consummation of
the Acquisition, Company will merge with and into Triad, at which time the
separate corporate existence of Company shall cease and Triad shall continue as
the surviving corporation; (iii) Triad will issue in partial consideration for
the Acquisition common equity of Triad as set forth in the Merger Agreement (the
"Equity Issuance"); (iv) Borrower will use a portion of the proceeds of the debt
 ---------------
financings contemplated hereby to pay part of the purchase price for the
Acquisition; and (v) the sources and uses of the funds necessary to consummate
the Acquisition and the other transactions contemplated hereby are set forth on
Annex I to this Commitment Letter.
-------

          In addition, you have advised us that in connection with the
consummation of the Acquisition, (a) Borrower will raise gross cash proceeds of
not less than $300.0 million from either (A) the issuance by it of $300.0
million of unsecured senior notes (the "Notes") all of which shall be due not
                                        -----
earlier than eight years from the date of issuance (but in no event no later
than May 15, 2009) and have no scheduled principal payments prior to maturity
(the "Note Offering") or (B) the draw down under an unsecured senior interim
      -------------
loan (the "Interim Loan") which would be anticipated to be refinanced with debt
           ------------
securities substantially similar to the Notes (the "Take-out Securities"); and
                                                    -------------------
(b) Borrower will enter into senior secured credit facilities in the amount of
$1,375.0 million (the "Senior Secured Credit Facilities" and, together with the
                       --------------------------------
Interim Loan, the "Credit Facilities").
                   -----------------

          In addition, you have advised us that, on the date of consummation of
the Acquisition (the "Closing Date"), Borrower will refinance its existing
                      ------------
senior credit facility and Target and its subsidiaries will repay all
indebtedness and preferred stock outstanding prior to the Closing Date and
<PAGE>

                                      -2-

terminate all commitments to make extensions of credit (such actions by
Borrower, Target and its subsidiaries, the "Refinancing") under their respective
                                            -----------
existing indebtedness (all such debt of Borrower, Target and its subsidiaries,
the "Existing Indebtedness").
     ---------------------

          The Acquisition, the Equity Issuance, the Note Offering (if
consummated), the Refinancing and the entering into and borrowings under the
Credit Facilities by the parties herein described are herein referred to as the
"Transactions".
 ------------

          You have requested that each of Merrill Lynch and BofA severally and
not jointly commit to provide a portion of the Credit Facilities to finance the
Acquisition and the Refinancing and to pay certain related fees and expenses.

          Accordingly, subject to the terms and conditions set forth below,
Merrill Lynch, BofA, BAS and BAB hereby agree with you as follows:

          1.   Commitment.  Each of Merrill Lynch and BofA severally and not
               ----------
jointly hereby commits to provide to Borrower 50% of the Senior Secured Credit
Facilities upon the terms and subject to the conditions set forth or referred to
herein, in the Fee Letter (the "Fee Letter") dated the date hereof and delivered
                                ----------
to you, and in the Senior Secured Credit Facilities Summary of Terms and
Conditions attached hereto (and incorporated by reference herein) as Exhibit A
                                                                     ---------
(the "Senior Secured Term Sheet").  Each of Merrill Lynch and BAB severally and
      -------------------------
not jointly hereby also commits to provide to Borrower 75% and 25%,
respectively, of the Interim Loan upon the terms and subject to the conditions
set forth or referred to herein, in the Fee Letter, and in the Interim Loan
Summary of Terms and Conditions attached hereto (and incorporated by reference
herein) as Exhibit B (the "Interim Loan Term Sheet" and, together with the
           ---------       -----------------------
Senior Secured Term Sheet, the "Term Sheets").  To the extent that an
                                -----------
underwriting or purchase agreement is entered into in respect to the Note
Offering, the commitments hereunder shall be terminated on the date of execution
thereof in an amount equal to the expected aggregate gross proceeds from the
Notes covered thereby, first, in respect of the Interim Loan, and second, in
                       -----                                      ------
respect of the Senior Secured Credit Facilities (and first to the Asset Sale
Facility thereunder and thereafter in amounts among the other tranches thereof
as determined by Merrill Lynch and Bank of America in consultation with
Borrower).

          2.   Syndication.  We reserve the right and intend, prior to or after
               -----------
the execution of the definitive documentation for the Credit Facilities (the

"Credit Documents"), to syndicate all or a portion of our commitments to one or
-----------------
more financial institutions (together with Merrill Lynch, BofA and BAB, the
"Lenders").  Merrill Lynch's commitment hereunder is subject to Merrill Lynch
--------
(or one of its affiliates) acting as a co-lead arranger and co-book-runner for
the Senior Secured Credit Facilities and co-lead arranger and sole book-runner
for the Interim Loan.  BofA's and BAB's commitment hereunder is subject to BAS
acting as co-lead arranger and co-book runner for the Senior Secured Credit
Facilities and co-lead arranger for the Interim Loan and BofA acting as
Administrative Agent for the Senior Secured Credit Facilities and BAB acting as
Administrative Agent for the Interim Loan.  We (or one of our respective
affiliates) will manage all aspects of the syndication (in consultation with
you), including decisions as to the selection of potential Lenders to be
approached and when they will be approached, when their commitments will be
accepted, which Lenders will participate and the
<PAGE>

                                      -3-

final allocations of the commitments among the Lenders (which are likely not to
be pro rata across facilities among Lenders), and we will perform all functions
   --- ----
and exercise all authority as customarily performed and exercised in such
capacities, including selecting counsel for the Lenders and negotiating the
Credit Documents. Notwithstanding anything herein to the contrary, Borrower may
designate other financial institutions reasonably acceptable to Merrill Lynch
and Bank of America to function in connection with the underwriting and
syndication of the Credit Facilities with titles and responsibilities to be
designated by Borrower and reasonably acceptable to Merrill Lynch and Bank of
America. Subject to the foregoing, any other agent or arranger titles (including
co-agents) awarded to other Lenders are subject to our prior approval and shall
not entail any role with respect to the matters referred to in this paragraph
without our prior consent. You agree that no Lender will receive compensation
outside the terms contained herein and in the Fee Letter in order to obtain its
commitment to participate in the Credit Facilities.

          You understand that we intend to commence the separate syndication of
each of the Senior Secured Credit Facilities and the Interim Loan promptly, and
you agree actively to assist us in achieving a timely syndication that is
satisfactory to us.  The syndication efforts will be accomplished by a variety
of means, including direct contact during the syndication between senior
management and advisors of Borrower and Target on the one hand, and the proposed
Lenders on the other hand and Borrower hosting, with Merrill Lynch and Bank of
America, meetings with prospective Lenders at such times and places as we may
reasonably request.  You agree to, upon our request, (a) provide, and cause your
advisors to provide, and use your reasonable best efforts to have Target
provide, to us all information reasonably requested by us to successfully
complete the syndication, including the information and projections (including
updated projections) contemplated hereby, and (b) assist, and cause your
advisors to assist, and use your reasonable best efforts to have Target assist,
us in the preparation of a Confidential Information Memorandum and other
marketing materials (the contents of which you shall be solely responsible for)
to be used in connection with the syndication, including making available
representatives of Target.  You also agree to use your commercially reasonable
best efforts to ensure that our syndication efforts benefit materially from your
existing lending relationships.

          3.   Fees.  As consideration for our commitment hereunder and our
               ----
agreement to arrange, manage, structure and syndicate the Credit Facilities, you
agree to pay to us the fees as set forth in the Fee Letter.

          4.   Conditions.  Each of Merrill Lynch's, BofA's and BAB's commitment
               ----------
hereunder, and each of Merrill Lynch's and BAS's agreement to act in any
capacity hereunder, is subject to the conditions set forth elsewhere herein and
in the Term Sheets.  For purposes of this Commitment Letter and the Term Sheets,
the "subsidiaries" of Borrower shall be deemed to include those who will become
subsidiaries of Borrower in connection with the Transactions.

          Each of Merrill Lynch's, BofA's and BAB's commitment hereunder, and
each of Merrill Lynch's and BAS's agreement to act in any capacity hereunder, is
also subject to (a) no disruption or adverse change (or development that could
reasonably be expected to result in an adverse change) shall have occurred and
be continuing in or affecting the loan syndication or financial, bank-
<PAGE>

                                      -4-

ing or capital market conditions generally from those in effect on the date
hereof that, individually or in the aggregate in our reasonable judgment would
materially adversely affect our ability to syndicate the Credit Facilities or
the ability of Borrower to effect the sale of the Take-out Securities; (b) we
shall be satisfied that, after the date hereof and prior to and during the
syndication of the Credit Facilities, none of Borrower or any of its
subsidiaries shall have syndicated or issued, attempted to syndicate or issue,
announced or authorized the announcement of, or engaged in discussions
concerning the syndication or issuance of any debt facility or debt security of
any of them, including renewals thereof, other than the Credit Facilities and
the Notes and other than the amendment of Borrower's existing senior credit
facility to add a delayed draw term loan tranche of $200 million; (c) none of
the Information and Projections (each as defined below in Section 5 hereof)
shall be misleading or incorrect in any material respect taken as a whole, in
light of the circumstances under which such statements were made; and (d) the
consummation of the Transactions not violating, conflicting with or resulting in
a breach of, or constituting a default under (or resulting in an event which,
with notice or lapse of time or both, would constitute a default under) any
note, bond, mortgage, indenture, deed of trust, concession, lease, contract or
other instrument, obligation or agreement to which Borrower or any of its
subsidiaries is a party of by which Borrower or any of its subsidiaries or any
of their respective assets may be bound or affected.

          5.   Information and Investigations.  You hereby represent and
               ------------------------------
covenant that (a) all information and data (excluding financial projections)
that have been or will be made available by you or any of your representatives
or advisors to us or any Lender (whether prior to or on or after the date
hereof) in connection with the Transactions, taken as a whole (the
"Information"), is (or with respect to Information concerning Target, to the
 -----------
best of Borrower's knowledge, is) and will be (or with respect to Information
concerning Target, to the best of Borrower's knowledge, will be) complete and
correct in all material respects and does not (or with respect to Information
concerning Target, to the best of Borrower's knowledge, does not) and will not
(or with respect to Information concerning Target, to the best of Borrower's
knowledge, will not), taken as a whole, contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements contained therein not misleading in light of the circumstances under
which such statements are made, and (b) all financial projections concerning
Borrower and its subsidiaries and the transactions contemplated hereby (the

"Projections") that have been made or will be prepared by or on behalf of you or
------------
any of your representatives or advisors and that have been or will be made
available to us or any Lender in connection with the transactions contemplated
hereby have been and will be prepared in good faith based upon assumptions
believed by you to be reasonable.  You agree to supplement the Information and
the Projections from time to time until the Closing Date and, if requested by
us, for a reasonable period thereafter necessary to complete the syndication of
the Credit Facilities so that the representation and covenant in the preceding
sentence remain correct in all material respects.  In syndicating the Credit
Facilities we will be entitled to use and rely primarily on the Information and
the Projections without responsibility for independent check or verification
thereof.

          6.   Indemnification.  You agree (i) to indemnify and hold harmless
               ---------------
Merrill Lynch, BofA, BAS and BAB and each of the other Lenders and their
respective officers, directors, employees, affiliates, agents and controlling
persons (Merrill Lynch, BofA, BAS and BAB and each such other person being an
"Indemnified Party") from and against any and all losses, claims, damages,
------------------
costs, expenses
<PAGE>

                                      -5-

and liabilities, joint or several, to which any Indemnified Party may become
subject under any applicable law, or otherwise related to or arising out of or
in connection with this Commitment Letter, the Fee Letter, the Term Sheets, the
Credit Facilities, the loans under the Credit Facilities, the use of proceeds of
any such loan, any of the Transactions and the performance by any Indemnified
Party of the services contemplated hereby and will reimburse each Indemnified
Party for any and all reasonable expenses (including reasonable counsel fees and
expenses) as they are incurred in connection with the investigation of or
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
and whether or not such claim, action or proceeding is initiated or brought by
or on behalf of you, Target, or any of your or Target's respective affiliates
and whether or not any of the Transactions are consummated or this Commitment
Letter is terminated, except to the extent resulting solely from such
Indemnified Party's bad faith, gross negligence or willful misconduct and (ii)
not to assert any claim against any Indemnified Party for consequential,
punitive or exemplary damages on any theory of liability in connection in any
way with the transactions described in or contemplated by this Commitment
Letter.

          You agree that, without our prior written consent, neither you nor any
of your affiliates or subsidiaries will settle, compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding
in respect of which indemnification has been or could be sought under the
indemnification provisions hereof (whether or not any other Indemnified Party is
an actual or potential party to such claim, action or proceeding), unless such
settlement, compromise or consent (i) includes an unconditional written release
in form and substance satisfactory to the Indemnified Parties of each
Indemnified Party from all liability arising out of such claim, action or
proceeding and (ii) does not include any statement as to or an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Party.
You will not be obligated to indemnify an Indemnified Party with respect to any
loss, claim, damage, or liability settled, compromised or consented to without
your prior written consent (not to be unreasonably withheld, delayed or
conditioned).

          In the event that an Indemnified Party is requested or required to
appear as a witness in any action brought by or on behalf of or against you or
any of your subsidiaries or affiliates in which such Indemnified Party is not
named as a defendant, you agree to reimburse such Indemnified Party for all
expenses incurred by it in connection with such Indemnified Party's appearing
and preparing to appear as such a witness, including, without limitation, the
fees and expenses of its legal counsel.

          7.   Expenses.  You agree to reimburse each of Merrill Lynch and Bank
               --------
of America and their respective affiliates for their reasonable expenses upon
our request made from time to time (including, without limitation, all
reasonable due diligence investigation expenses, fees of consultants engaged
with your consent (not to be unreasonably withheld), syndication expenses
(including printing, distribution, and bank meetings), appraisal and valuation
fees and expenses, travel expenses, duplication fees and expenses, audit fees,
search fees, filing and recording fees and the reasonable fees, disbursements
and other charges of counsel (and any local counsel) and any sales, use or
similar taxes (and any additions to such taxes) related to any of the foregoing)
incurred in connection with the negotiation, preparation, execution and
delivery, waiver or modification, collection and enforcement of this Commitment
Letter, the Term Sheets, the Fee Letter and the Credit Documents and
<PAGE>

                                      -6-

the security arrangements (if any) in connection therewith and whether or not
such fees and expenses are incurred before or after the date hereof or any loan
documentation is entered into or the Transactions are consummated or any
extensions of credit are made under the Credit Facilities or this Commitment
Letter is terminated or expires, except that Borrower shall have no obligation
to reimburse Merrill Lynch or Bank of America for any such expenses relating to
any offering of Senior Notes which is consummated to the extent excluded from
being for the account of Borrower in any underwriting or purchase agreement
relating thereto that is executed and delivered by Borrower, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and BAS.

          8.   Confidentiality.  This Commitment Letter, the Term Sheets, the
               ---------------
contents of any of the foregoing and our and/or our affiliates' activities
pursuant hereto or thereto are confidential and shall not be disclosed by or on
behalf of you or any of your affiliates to any person without our prior written
consent, except that you may disclose this Commitment Letter and the Term Sheets
(i) to your and Target's and your and its respective officers, directors,
employees and advisors, and then only in connection with the Transactions and on
a confidential need-to-know basis, (ii) to ratings agencies in connection with
the Credit Facilities or the Senior Notes, and (iii) as you are required to make
by applicable law or compulsory legal process (based on the advice of legal
counsel); provided, however, that in the event of any such compulsory legal
          --------  -------
process you agree to use best efforts to give us prompt notice thereof and to
cooperate with us in securing a protective order in the event of compulsory
disclosure and that any disclosure made pursuant to public filings shall be
subject to our prior review.  You agree that you will permit us to review and
approve any reference to any of us or any of our affiliates in connection with
the Credit Facilities or the transactions contemplated hereby contained in any
press release or similar public disclosure prior to public release.  You agree
that we and our respective affiliates may share information concerning you,
Target and your and Target's respective subsidiaries and respective affiliates
solely among ourselves on a confidential and "need-to-know" basis solely in
connection with the performance of our services hereunder and the evaluation and
consummation of financings and Transactions contemplated hereby.

          9.   Termination.  Each of Merrill Lynch's, BofA's and BAB's
               -----------
commitment hereunder, and each of Merrill Lynch's and BAS's agreement to act in
any capacity hereunder, is based upon the financial and other information
regarding Target previously provided to us.  In the event that by means of
continuing review or otherwise we become aware of or discover material new
information or developments concerning conditions or events previously disclosed
to us that is inconsistent in any material adverse respect with the Projections
or the Information provided to us prior to the date hereof, or if any event or
condition has occurred or become known that in our reasonable judgment has had
or could reasonably be expected to have a material adverse effect on the
business, operations, financial condition, liabilities (contingent or otherwise)
or prospects of Borrower and its subsidiaries taken as a whole (after giving
effect to the Transactions) since December 31, 1999, this Commitment Letter and
each of Merrill Lynch's, BofA's and BAB's commitment hereunder, and each of
Merrill Lynch's and BAS's agreement to act in any capacity hereunder, shall
terminate upon written notice by Merrill Lynch and Bank of America.  In
addition, each of Merrill Lynch's, BofA's and BAB's commitment hereunder, and
each of Merrill Lynch's and BAS's agreement to act in any capacity hereunder,
shall terminate in its entirety (A) on June 30, 2001 if the Credit Documents are
not executed and delivered by Borrower and the Lenders by such date and (B) on
the date of execution and delivery of the
<PAGE>

                                      -7-

Credit Documents by Borrower and the Lenders. Notwithstanding the foregoing, the
provisions of Sections 6, 7, 8 and 11 hereof shall survive any termination
pursuant to this Section 9.

          10.  Assignment; etc.  This Commitment Letter and our commitment
               ---------------
hereunder shall not be assignable by any party hereto without the prior written
consent of the other parties hereto, and any attempted assignment shall be void
and of no effect; provided, however, that nothing contained in this Section 10
                  --------  -------
shall prohibit us (in our sole discretion) from (i) performing any of our duties
hereunder through any of our respective affiliates, and you will owe any related
duties (including those set forth in Section 2 above) to any such affiliate, and
(ii) granting (in consultation with you) participations in, or selling (in
consultation with you) assignments of all or a portion of, the commitments or
the loans under the Credit Facilities pursuant to arrangements satisfactory to
us.  This Commitment Letter is solely for the benefit of the parties hereto and
does not confer any benefits upon, or create any rights in favor of, any other
person.

          11.  Governing Law; Waiver of Jury Trial.  This Commitment Letter
               -----------------------------------
shall be governed by, and construed in accordance with, the laws of the State of
New York.  Each of the parties hereto waives all right to trial by jury in any
action, proceeding or counterclaim (whether based upon contract, tort or
otherwise) related to or arising out of any of the Transactions or the other
transactions contemplated hereby, or the performance by us or any of our
respective affiliates of the services contemplated hereby.

          12.  Amendments; Counterparts; etc.  No amendment or waiver of any
               -----------------------------
provision hereof or of the Term Sheets shall be effective unless in writing and
signed by the parties hereto and then only in the specific instance and for the
specific purpose for which given.  This Commitment Letter, the Engagement
Letter, the Term Sheets and the Fee Letter are the only agreements between the
parties hereto with respect to the matters contemplated hereby and thereby and
set forth the entire understanding of the parties with respect thereto.  This
Commitment Letter may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.  Delivery of an executed counterpart by telecopier shall
be effective as delivery of a manually executed counterpart.

          13.  Public Announcements; Notices.  Following your public
               -----------------------------
announcement of the Transactions, we may, subject to your prior consent (not to
be unreasonably withheld, delayed or conditioned) at our expense, publicly
announce as we may choose the capacities in which we or our affiliates have
acted hereunder.  Any notice given pursuant hereto shall be mailed or hand
delivered in writing, if to (i) you, at your address set forth on page one
hereof, with a copy to Morton A. Pierce, Esq., at Dewey Ballantine LLP, 1301
Avenue of the Americas, New York, New York 10019; (ii) Merrill Lynch, at World
Financial Center, North Tower, 250 Vesey Street, New York, New York 10281,
Attention:  Christopher J. Birosak; and (iii) BofA, BAS and BAB, at 100 North
Tryon Street, Charlotte, North Carolina 28255, Attention:  Lucine Kirchhoff, and
in the case of clauses (ii) and (iii) with a copy to Michael E. Michetti, Esq.,
at Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005.
<PAGE>

                                      -8-

                            (Signature Page Follows)
<PAGE>

                                      -9-

          Please confirm that the foregoing correctly sets forth our agreement
of the terms hereof and the Fee Letter by signing and returning to Merrill Lynch
(on behalf of Merrill Lynch and Bank of America) the duplicate copy of this
letter and the Fee Letter enclosed herewith.  Unless we receive your executed
duplicate copies hereof and thereof by 5:00 p.m., New York City time, on
December 4, 2000, our commitment hereunder will expire at such time.

          We are pleased to have this opportunity and we look forward to working
with you on this transaction.

                              Very truly yours,

                              MERRILL LYNCH CAPITAL CORPORATION


                              By: /s/ Christopher Birosak
                                 ______________________________
                                 Name:  Christopher Birosak
                                 Title: Vice President

                              BANK OF AMERICA, N.A.


                              By: /s/ Kenneth Wagley
                                 ______________________________
                                 Name:  Kenneth Wagley
                                 Title: Vice President

                              BANC OF AMERICA SECURITIES LLC


                              By: /s/ Gary R. Wolfe
                                 ______________________________
                                 Name:  Gary R. Wolfe
                                 Title: Managing Director

                              BANC OF AMERICA BRIDGE LLC


                              By: /s/ Lynn E. Wertz
                                 ______________________________
                                 Name:  Lynn E. Wertz
                                 Title: Senior Vice President
<PAGE>

                                     -10-

Accepted and agreed to as of
the date first written above:

TRIAD HOSPITALS HOLDINGS, INC.


By: /s/ Burke W. Whitman
   ________________________
   Name:  Burke W. Whitman
   Title: Chief Financial Officer
<PAGE>

                                                                         Annex I

                           Sources and Uses of Funds
                           -------------------------
                              (in $ in millions)
                              ------------------

<TABLE>
<CAPTION>
      Sources                                                              Uses
      -------                                                              ----
<S>                                    <C>                  <C>                                           <C>
Term Loan Facilities                   $1,125.0             Purchase price of equity of Target/1/         $1,457.3

Revolving Facility/2/                     205.3             Refinance Debt                                 1,133.7

Notes or Interim Loan                     300.0             Severance Costs                                   25.0

Equity Issuance                         1,148.9             Qui Tam Settlement                                91.0

                                                            Estimated fees and expenses                       72.3
                                       --------                                                           --------
     Total Sources                     $2,779.3                    Total Uses                             $2,779.3
                                       ========                                                           ========
</TABLE>


___________________________
/1/  Assumes a purchase price for each share of Target stock of $3.50 and 0.4107
     shares of Triad stock, a 78.8% stock, 21.2% cash transaction and a closing
     as if it had occurred as of December 31, 2000.

/2/  $250.0 of commitments at closing.
<PAGE>

                                                                 EXHIBIT A
CONFIDENTIAL

                        SENIOR SECURED CREDIT FACILITIES
                        --------------------------------

                      SUMMARY OF TERMS AND CONDITIONS/a/


Borrower:                    Triad Hospitals Holdings, Inc. ("Borrower").
                                                              --------

Co-Book-Runners and
Co-Lead Arrangers            Merrill Lynch & Co. ("ML&Co.") and Banc of America
                             Securities LLC ("BAS") (together, the "Lead
                                              ---                   ----
                             Arrangers").
                             ---------

Syndication Agent:           ML&Co.

Administrative Agent:        Bank of America, N.A. (the "Administrative Agent").
                                                         --------------------

Lenders:                     Merrill Lynch Capital Corporation (or one of its
                             affiliates selected by Merrill Lynch), Bank of
                             America, N.A. and a syndicate of financial
                             institutions (the "Lenders") arranged by the
                                                -------
                             Lead Arrangers and reasonably acceptable to
                             Borrower (including financial institutions
                             designated by Borrower and reasonably acceptable to
                             the Lead Arrangers).

Credit Facilities:           Senior secured credit facilities (the "Credit
                                                                    ------
                             Facilities") in an aggregate principal amount of
                             ----------
                             up to $1,375,000,000, such Credit Facilities
                             comprising:

                                 (A)  Term Loan Facilities.  Term loan
                                      --------------------
                                 facilities in an aggregate principal amount
                                 of $1,125,000,000 (the "Term Loan Facilities"),
                                                         --------------------
                                 such aggregate principal amount to be
                                 allocated among (i) a Term Loan A Facility in
                                 an aggregate principal amount of $400,000,000
                                 (the "Term Loan A Facility"), (ii) an
                                       --------------------
                                 Asset Sale Facility in an aggregate principal
                                 amount of $225,000,000 (the "Asset Sale
                                                              ----------
                                 Facility"), (iii) a Term Loan B Facility in an
                                 --------
                                 aggregate principal amount of

_______________________
/a/  Capitalized terms used herein and not defined shall have the meanings
     assigned to such terms in the attached "Credit Facilities" Commitment
     Letter (the "Commitment Letter").
                  -----------------

                               [SENIOR SECURED]
<PAGE>

                                      -2-

                                   $250,000,000 (the "Term Loan B Facility"),
                                                      --------------------
                                   and (iv) a Term Loan C Facility in an
                                   aggregate principal amount of $250,000,000
                                   (the "Term Loan C Facility"). Loans under the
                                         --------------------
                                   Term Loan Facilities are herein referred to
                                   as "Term Loans".
                                       ----------

                                   (B)  Revolving Credit Facility.  A reducing
                                        -------------------------
                                   revolving credit facility in an aggregate
                                   principal amount of $250,000,000 (the
                                   "Revolving Facility"). Loans under the
                                    ------------------
                                   Revolving Facility are herein referred to as
                                   "Revolving Loans"; the Term Loans and the
                                    ---------------
                                   Revolving Loans are herein referred to
                                   collectively as "Loans". An amount to be
                                                    -----
                                   agreed of the Revolving Facility will be
                                   available as a letter of credit subfacility
                                   and as a swing line subfacility.

Documentation:                Usual for facilities and transactions of this type
                              and reasonably acceptable to Borrower and the
                              Lenders. The documentation for the Credit
                              Facilities will include, among others, a credit
                              agreement (the "Credit Agreement"), guarantees and
                                              ----------------
                              appropriate pledge, security interest, mortgage
                              and other collateral documents (collectively, the
                              "Credit Documents").
                               ----------------
                              Borrower and the Guarantors (as defined below
                              under "Guarantors") are herein referred to as the
                              "Credit Parties" and individually referred to as
                               --------------
                              a "Credit Party".
                                 ------------

Transactions:                 As described in the Commitment Letter.

Availability/Purpose:         (A)  Term Loan Facilities.  Term Loans will be
                                   --------------------
                              available to finance the Acquisition and the
                              Refinancing and to pay related fees and expenses,
                              subject to the terms and conditions set forth in
                              the Credit Documents, on the date of consummation
                              of the Acquisition in one draw (the "Closing
                                                                   -------
                              Date"). Term Loans repaid or prepaid may not be
                              ----
                              reborrowed.

                              (B)  Revolving Facility.  The Revolving Facility
                                   ------------------
                              will be available for the purposes described
                              above and for working capital and general
                              corporate purposes on a fully revolving basis,
                              subject to the terms and conditions set forth in
                              the Credit Documents, in the form of revolving
                              loans, swing line loans and letters of credit on
                              and after the Closing Date until the date that is
                              six years after the Closing Date (the "R/C
                                                                      ---
                              Maturity Date").
                              -------------

                              [SENIOR SECURED]
<PAGE>

                                      -3-

Guarantors:              Each of Borrower's direct and indirect wholly-owned
                         domestic subsidiaries existing on the Closing Date or
                         thereafter created or acquired and each other direct or
                         indirect subsidiary (whether or not wholly-owned) of
                         Borrower that guarantees any other debt or other
                         obligation of Borrower or any of its subsidiaries shall
                         unconditionally guarantee, on a joint and several
                         basis, all obligations of Borrower under the Credit
                         Facilities and (to the extent relating to the Loans as
                         designated therein) under each interest rate protection
                         agreement entered into with a Lender or an affiliate of
                         a Lender. Each guarantor of any of the Credit
                         Facilities is herein referred to as a "Guarantor" and
                                                                ---------
                         its guarantee is referred to herein as a "Guarantee".
                                                                   ---------

Security:                The Credit Facilities, the Guarantees, and (to the
                         extent relating to the Loans as designated therein) the
                         obligations of Borrower under each interest rate
                         protection agreement entered into with a Lender or any
                         affiliate of a Lender will be secured by (A) a
                         perfected lien on, and pledge of, all of the capital
                         stock and intercompany notes of each of the direct and
                         indirect subsidiaries of Borrower existing on the
                         Closing Date or thereafter created or acquired which
                         capital stock or intercompany notes are owned by
                         Borrower or any of its wholly owned subsidiaries, and
                         (B) a perfected lien on, and security interest in, all
                         of the tangible and intangible properties and assets
                         (including all contract rights, real property interests
                         (other than real property interests of Target),
                         trademarks, trade names, equipment and proceeds of the
                         foregoing) of each Credit Party (collectively, the
                         "Collateral"), except in each case for those properties
                          ----------
                         and assets as to which the Lead Arrangers shall
                         determine in their sole discretion that the costs of
                         obtaining such security interest are excessive in
                         relation to the value of the security to be afforded
                         thereby (it being understood that none of the foregoing
                         shall be subject to any other liens or security
                         interests, except for customary exceptions and others
                         to be agreed upon). All such security interests will be
                         created pursuant to documentation reasonably
                         satisfactory in all respects to the Lead Arrangers, and
                         on the Closing Date, such security interests shall have
                         become perfected (or arrangements for the perfection
                         thereof reasonably satisfactory to the Lead Arrangers
                         shall have been made) and the Lead Arrangers shall have
                         received reasonably satisfactory evidence as to the
                         enforceability and priority thereof.

                               [SENIOR SECURED]
<PAGE>

                                      -4-

Termination of Commitments:   The commitments in respect of the Credit
                              Facilities (including pursuant to the Commitment
                              Letter) will terminate in their entirety on June
                              30, 2001 if the initial funding under the Credit
                              Facilities does not occur on or prior to such
                              date.

Final Maturity:               (A)  Term Loan Facilities.  The Term Loan A
                                   --------------------
                              Facility will mature on the sixth anniversary of
                              the Closing Date, the Asset Sale Facility will
                              mature on the second anniversary of the Closing
                              Date, the Term Loan B Facility will mature on the
                              seventh anniversary of the Closing Date and the
                              Term Loan C Facility will mature on the seven and
                              one-half anniversary of the Closing Date.

                              (B)  Revolving Facility.  The Revolving Facility
                                   ------------------
                               will mature on the R/C Maturity Date.

Amortization Schedule:        The Term Loan A Facility will amortize on a
                              quarterly basis (beginning with six months after
                              the Closing Date) in amounts to be agreed.

                              The Asset Sale Facility will amortize from net
                              cash proceeds of asset sales as they occur with
                              the balance paid in a single bullet payment at
                              final maturity.

                              The commitments under the Revolving Facility will
                              reduce after the Closing Date pursuant to a
                              schedule to be agreed upon (but such mandatory
                              reductions will not result in the commitments
                              being reduced below an amount to be agreed).

                              Each of the Term Loan B Facility and the Term Loan
                              C Facility will amortize at a rate of 1.00% per
                                                                          ---
                              annum on a quarterly basis (beginning with six
                              -----
                              months after the Closing Date) for the first six
                              and six and one-half years, respectively, after
                              the Closing Date with the balance paid in four
                              equal quarterly installments thereafter.

Letters of Credit:            Letters of credit under the Revolving Facility
                              ("Letters of Credit") will be issued by a Lender
                                -----------------
                              to be agreed by the Lead Arrangers and Borrower
                              (in such capacity, the "L/C Lender"). The issuance
                                                      ----------
                              of all Letters of Credit shall be subject to the
                              customary procedures of the L/C Lender.

Letter of Credit Fees:        Letter of Credit fees will be payable for the
                              account of the Revolving Facility Lenders on the
                              daily average undrawn

                               [SENIOR SECURED]
<PAGE>

                                      -5-

                              face amount of each Letter of Credit at a rate per
                                                                             ---
                              annum equal to the applicable margin for Revolving
                              -----
                              Loans that are LIBOR rate loans in effect at such
                              time, which fees shall be paid quarterly in
                              arrears. In addition, an issuing fee on the face
                              amount of each Letter of Credit equal to 0.250%
                              per annum shall be payable to the L/C Lender for
                              --- -----
                              its own account, which fee shall also be payable
                              quarterly in arrears.

Interest Rates and Fees:      Interest rates and fees in connection with the
                              Credit Facilities will be as specified on Annex I
                                                                        -------
                              attached hereto.

Default Rate:                 Overdue principal, interest and other amounts
                              shall bear interest at a rate per annum equal to
                                                            --- -----
                              2% in excess of the applicable interest rate
                              (including applicable margin).

Mandatory Prepayments/        Subject to the next paragraph, the Credit
 Reductions in Commitments:   Facilities will be required to be prepaid with (a)
                              75% (50% after the Asset Sale Facility has been
                              repaid in full) of annual Excess Cash Flow (to be
                              defined), (b) 100% of the net cash proceeds
                              (including insurance proceeds) of asset sales and
                              other asset dispositions by Borrower or any of its
                              subsidiaries (subject to baskets and exceptions to
                              be agreed upon (including exclusions for (i)
                              amounts reinvested within 12 months and (ii) an
                              annual amount per annum to be agreed)), (c) 100%
                              of the net cash proceeds of the issuance or
                              incurrence of debt or of any sale and lease-back
                              by Borrower or any of its subsidiaries (subject to
                              baskets and exceptions to be agreed upon), and (d)
                              50% (or 100% so long as the Asset Sale Facility is
                              outstanding) of the net cash proceeds from any
                              issuance of equity securities in any public
                              offering or private placement or from any capital
                              contribution (subject to baskets and exceptions to
                              be agreed upon); provided, however, that there
                                               --------  -------
                              shall be no such obligation to prepay the Credit
                              Facilities with Excess Cash Flow as described in
                              the foregoing clause (a) so long as the Total
                              Leverage Ratio is less than 3.25:1.0.

                              The proceeds of the Notes and of any equity
                              issuance shall be applied to reduce to zero the
                              commitments in respect of or, if after the Closing
                              Date, to reduce to zero the funded amount of,
                              first, the Interim Loan, and second, the Credit
                              -----                        ------
                              Facilities.

                               [SENIOR SECURED]
<PAGE>

                                      -6-

                              Mandatory prepayments to be applied to the Credit
                              Facilities will be applied first to the Asset Sale
                              Facility and after it has been repaid in full pro
                                                                            ---
                              rata among the remaining Term Loan Facilities
                              ----
                              based on the aggregate principal amount of Term
                              Loans then outstanding under each such Term Loan
                              Facility. Any application to any Term Loan
                              Facility shall be applied pro rata to the
                                                        --- ----
                              remaining scheduled amortization payments in
                              respect thereof. Notwithstanding the foregoing,
                              any holder of Term Loans under the Term Loan B
                              Facility or Term Loan C Facility may, to the
                              extent that Term Loans are then outstanding under
                              the Term Loan A Facility, elect not to have
                              mandatory prepayments applied to such holder's
                              Term Loans under the Term Loan B Facility or Term
                              Loan C Facility, in which case the aggregate
                              amount so declined shall be applied to the
                              remaining scheduled amortization payments under
                              the Term Loan A Facility pro rata. To the extent
                                                       --- ----
                              that the amount to be applied to the prepayment of
                              Term Loans exceeds the aggregate amount of Term
                              Loans then outstanding, such excess shall be
                              applied to the Revolving Facility to permanently
                              reduce the commitments thereunder (first pro rata
                              to scheduled reductions and thereafter the
                              remaining commitments).

                              Revolving Loans will be immediately prepaid to the
                              extent that the aggregate extensions of credit
                              under the Revolving Facility exceed the
                              commitments then in effect under the Revolving
                              Facility. To the extent that the amount to be
                              applied to the repayment of the Revolving Loans
                              exceeds the amount thereof then outstanding,
                              Borrower shall cash collateralize outstanding
                              Letters of Credit.

Voluntary Prepayments/        (A)  Term Loan Facilities.  Term Loans may be
 Reductions in Commitments:        --------------------
                              prepaid at any time in whole or in part at the
                              option of Borrower, in a minimum principal amount
                              and in multiples to be agreed upon, without
                              premium or penalty (except, in the case of LIBOR
                              borrowings, breakage costs related to prepayments
                              not made on the last day of the relevant interest
                              period). Voluntary prepayments will be applied
                              first to the Asset Sale Facility and after it has
                              been repaid in full pro rata among the remaining
                                                  --- ----
                              Term Loan Facilities based on the aggregate
                              principal amount of Term Loans then outstanding
                              under each such Term Loan Facility. Any
                              application to (x) the Term Loan A Facility shall
                              be applied pro rata to the
                                         --- ----

                               [SENIOR SECURED]
<PAGE>

                                      -7-

                              remaining scheduled amortization payments
                              thereunder, and (y) the Term Loan B Facility or
                              Term Loan C Facility shall be applied to the
                              remaining scheduled amortization payments in
                              respect thereof pro rata among the amortization
                              payments in the last year prior to final maturity
                              and thereafter in inverse order of maturity.

                              (B)  Revolving Facility.  The unutilized portion
                                   ------------------
                              of the commitments under the Revolving Facility
                              may be reduced and loans under the Revolving
                              Facility may be repaid at any time, in each case,
                              at the option of Borrower, in a minimum principal
                              amount and in multiples to be agreed upon, without
                              premium or penalty (except, in the case of LIBOR
                              borrowings, breakage costs related to prepayments
                              not made on the last day of the relevant interest
                              period).

Conditions to Effectiveness   The effectiveness of the credit agreement and the
 and to Initial Loans:        making of the initial Loans under the Credit
                              Facilities shall be subject to conditions
                              precedent that are usual for facilities and
                              transactions of this type, to those specified
                              herein and in the Commitment Letter and to such
                              additional conditions precedent as may reasonably
                              be required by the Lead Arrangers (all such
                              conditions to be satisfied in a manner reasonably
                              satisfactory to the Lead Arrangers and the Lenders
                              or the Required Lenders (as the case may be) (as
                              defined below under "Required Lenders")),
                              including, but not limited to, execution and
                              delivery of the Credit Documents acceptable in
                              form and substance to the Lenders by each Credit
                              Party party thereto prior to the Closing Date;
                              delivery of reasonably satisfactory borrowing
                              certificates and other customary closing
                              certificates; receipt of valid security interests
                              as contemplated hereby; absence of defaults,
                              prepayment events or creation of liens under debt
                              instruments or other material agreements as a
                              result of the transactions contemplated hereby;
                              absence of material litigation; evidence of
                              authority; compliance with applicable laws and
                              regulations in all material respects; delivery of
                              reasonably satisfactory legal opinions; and
                              adequate insurance.

                              The making of the initial Loans will be subject to
                              the following conditions:

                               [SENIOR SECURED]
<PAGE>

                                      -8-

                    (A)  The delivery, on or prior to the Closing Date, of a
                         certificate on behalf of Borrower from the chief
                         financial officer of Borrower and in form and substance
                         reasonably satisfactory to the Lead Arrangers with
                         respect to the solvency (on a consolidated basis) of
                         each Credit Party immediately after the consummation of
                         the Transactions to occur on the Closing Date.

                    (B)  Simultaneously with the making of the initial Loans,
                         either (i) the Note Offering shall be consummated for
                         gross proceeds of not less than $300,000,000, or (ii)
                         the drawdown of the Interim Loan shall be consummated
                         for gross proceeds of not less than $300,000,000
                         pursuant to documentation and on terms and conditions
                         reasonably satisfactory to the Lead Arrangers.

                    (C)  The Equity Issuance shall have been consummated on
                         terms and conditions pursuant to documentation
                         reasonably satisfactory to the Lead Arrangers.

                    (D)  To the extent requested by the Lead Arrangers, the Lead
                         Arrangers shall have received copies, certified by
                         Borrower, of all filings made with any governmental
                         authority in connection with the Transactions.

                    (E)  The Transactions and the financing therefor shall be in
                         compliance with all laws and regulations in all
                         material respects or the Lead Arrangers shall have
                         determined such to be inapplicable to the Transactions.

                    (F)  Simultaneously with the making of the initial Loans,
                         the Acquisition shall have been consummated in all
                         material respects in accordance with the terms of the
                         Merger Agreement (without the waiver or amendment of
                         any material condition unless consented to by the Lead
                         Arrangers and the Lenders). Each of the parties thereto
                         shall have complied in all material respects with all
                         covenants set forth in the Merger Agreement to be
                         complied with by it on or prior to the Closing Date
                         (without the waiver or amendment of any of the material
                         terms thereof unless consented to by the Lead
                         Arrangers).

                               [SENIOR SECURED]
<PAGE>

                                      -9-

                    (G)  Simultaneously with the making of the initial Loans,
                         Borrower shall have effected the Refinancing on terms
                         and conditions and pursuant to documentation reasonably
                         satisfactory to the Lead Arrangers. All liens in
                         respect of the Existing Indebtedness (excluding capital
                         leases and other currently secured debt permitted to
                         remain outstanding) shall have been released and the
                         Lead Arrangers shall have received evidence thereof
                         satisfactory to the Lead Arrangers (or arrangements for
                         such release reasonably satisfactory to the Lead
                         Arrangers shall have been made) and a "pay-off" letter
                         or letters reasonably satisfactory to the Lead
                         Arrangers with respect to such Existing Indebtedness.

                    (H)  No law or regulation shall be applicable in the
                         reasonable judgment of the Lead Arrangers that
                         restrains, prevents or imposes material adverse
                         conditions upon the Transactions or the financing
                         thereof, including the Credit Facilities.

                    (I)  After giving effect to the Transactions, Borrower and
                         its subsidiaries shall have outstanding no indebtedness
                         or preferred stock (or direct or indirect guarantee or
                         other credit support in respect thereof) other than the
                         Loans, the Notes or the Interim Loan, $325,000,000
                         aggregate principal amount of senior subordinated notes
                         due May 2009 of Borrower and such other debt or
                         preferred stock as is reasonably acceptable to the Lead
                         Arrangers.

                    (J)  There shall not have occurred or become known any
                         material adverse change or any condition or event that
                         could reasonably be expected to result in a material
                         adverse change in the business, operations, financial
                         condition, liabilities (contingent or otherwise) or
                         prospects (each, a "Material Adverse Change") of
                                             -----------------------
                         Borrower and its subsidiaries taken as a whole (after
                         giving effect to the Transactions) since December 31,
                         1999.

                    (K)  The Lead Arrangers shall have received reasonably
                         satisfactory evidence (including satisfactory
                         supporting schedules and other data) that the ratio of
                         pro

                               [SENIOR SECURED]
<PAGE>

                                     -10-

                              forma consolidated debt to pro forma EBITDA (to be
                              defined) of Borrower and its subsidiaries
                              calculated in a manner reasonably acceptable to
                              the Lead Arrangers and after giving effect to the
                              Transactions for the trailing four quarters ended
                              immediately prior to the Closing Date was not
                              greater than 4.25:1.0.

                         (L)  All requisite governmental authorities and
                              material third parties shall have approved or
                              consented to the Transactions and the other
                              transactions contemplated hereby to the extent
                              required (without the imposition of any materially
                              burdensome condition or qualification in the
                              reasonable judgment of the Lead Arrangers) and all
                              such approvals shall be in full force and effect,
                              all applicable waiting periods shall have expired
                              and there shall be no governmental or judicial
                              action, actual or threatened, that has or could
                              have a reasonable likelihood of restraining,
                              preventing or imposing materially burdensome or
                              materially adverse conditions on any of the
                              Transactions.

                         (M)  All accrued fees and expenses (including the
                              reasonable fees and expenses of counsel to the
                              Lead Arrangers) of the Lead Arrangers in
                              connection with the Credit Documents shall have
                              been paid.

                         (N)  The Lenders shall have received such other
                              customary legal opinions, corporate documents and
                              other instruments and/or certificates as they may
                              reasonably request.

Conditions to All        Each extension of credit under the Credit Facilities
 Extensions of Credit:   will be subject to customary conditions, including the
                         (i) absence of any Default or Event of Default (to be
                         defined), and (ii) continued accuracy of
                         representations and warranties in all material
                         respects.

Representations and      Customary for facilities similar to the Credit
 Warranties:             Facilities and such additional representations and
                         warranties as may reasonably be required by the Lead
                         Arrangers.

Affirmative Covenants:   Customary for facilities similar to the Credit
                         Facilities and such affirmative covenants as may
                         reasonably be required by the Lead Arrangers.

                               [SENIOR SECURED]
<PAGE>

                                     -11-

Negative Covenants:           Customary for facilities similar to the Credit
                              Facilities and such others as may reasonably be
                              required by the Lead Arrangers (all such covenants
                              to be subject to customary baskets and exceptions
                              and such others to be agreed upon), including, but
                              not limited to, limitation on indebtedness;
                              limitation on liens and further negative pledges;
                              limitation on investments; limitation on
                              contingent obligations; limitation on dividends,
                              redemptions and repurchases of equity interests;
                              limitation on mergers, acquisitions and asset
                              sales; limitation on capital expenditures;
                              limitation on sale-leaseback transactions;
                              limitation on transactions with affiliates;
                              limitation on dividend and other payment
                              restrictions affecting subsidiaries; limitation on
                              changes in business conducted; limitation on
                              amendment of documents relating to other material
                              indebtedness and other material documents;
                              limitation on creation of subsidiaries; and
                              limitation on prepayment or repurchase of
                              subordinated indebtedness.

Financial Covenants:          The Credit Facilities will contain financial
                              covenants appropriate in the context of the
                              proposed transaction based upon the financial
                              information provided to the Lead Arrangers,
                              including, but not limited to (definitions and
                              numerical calculations to be set forth in the
                              Credit Agreement): minimum net worth; minimum
                              ratio of trailing four quarter EBITDA (to be
                              defined) to total interest expense for the same
                              period; minimum ratio of trailing four quarter
                              EBITDA to the sum of interest expense, scheduled
                              principal payments, capital expenditures and tax
                              expenses for the same period; maximum ratio (the
                              "Total Leverage Ratio") of total debt to trailing
                               --------------------
                              four quarter EBITDA; and maximum ratio of total
                              senior debt to trailing four quarter EBITDA. The
                              financial covenants contemplated above will be
                              tested on a quarterly basis and will apply to
                              Borrower and its subsidiaries on a consolidated
                              basis.

Interest Rate Management:     An amount designated by the Lead Arrangers of the
                              projected outstandings under the Credit Facilities
                              and the Interim Loan must be hedged on terms and
                              for a period of time reasonably satisfactory to
                              the Lead Arrangers with a counterparty reasonably
                              acceptable to the Lead Arrangers.

Events of Default:            Customary for facilities similar to the Credit
                              Facilities and others as may reasonably be
                              required by the Lead Arrangers.

                               [SENIOR SECURED]
<PAGE>

                                     -12-

Yield Protection and         Usual for facilities and transactions of this type.
 Increased Costs:

Assignments and              Each assignment (unless to another Lender or its
 Participations:             affiliates) shall be in a minimum amount of $1.0
                             million (unless Borrower and the Lead Arrangers
                             otherwise consent or unless the assigning Lender's
                             exposure is thereby reduced to $ 0). Assignments
                             (which may be non-pro rata among loans and
                                               --- ----
                             commitments) shall be permitted with Borrower's and
                             the Lead Arrangers' consent (such consent not to be
                             unreasonably withheld, delayed or conditioned),
                             except that no such consent of Borrower need be
                             obtained to effect an assignment to any Lender (or
                             its affiliates) or if any default has occurred and
                             is continuing. Participations shall be permitted
                             without restriction. Voting rights of participants
                             will be subject to customary limitations.

Required Lenders:            Lenders having a majority of the outstanding credit
                             exposure (the "Required Lenders"), subject to
                                            ----------------
                             amendments of certain provisions of the Credit
                             Documents requiring the consent of Lenders having a
                             greater share (or all) of the outstanding credit
                             exposure.

Expenses and                 In addition to those out-of-pocket expenses
 Indemnification:            reimbursable under the Commitment Letter, all
                             reasonable out-of-pocket expenses of the Lead
                             Arrangers and the Administrative Agent (and the
                             Lenders for enforcement costs and documentary
                             taxes) associated with the preparation, execution
                             and delivery of any waiver or modification (whether
                             or not effective) of, and the enforcement of, any
                             Credit Document (including the reasonable fees,
                             disbursements and other charges of counsel for the
                             Lead Arrangers) are to be paid by the Credit
                             Parties.

                             The Credit Parties will indemnify each of the Lead
                             Arrangers, the Administrative Agent and the other
                             Lenders and hold them harmless from and against all
                             costs, expenses (including reasonable fees,
                             disbursements and other charges of counsel for the
                             Lead Arrangers) and liabilities arising out of or
                             relating to any litigation or other proceeding
                             (regardless of whether the Lead Arrangers, the
                             Administrative Agent or any such other Lender is a
                             party thereto) that relate to the Transactions or
                             any transactions related thereto (excluding

                               [SENIOR SECURED]
<PAGE>

                                     -13-

                             litigation among the Lenders), except to the extent
                             arising solely from such person's bad faith, gross
                             negligence or willful misconduct.

Governing Law and Forum:     New York.

Waiver of Jury Trial:        All parties to the Credit Documents waive the right
                             to trial by jury.

Special Counsel for the      Cahill Gordon & Reindel (including local counsel as
 Lead Arrangers:             selected by the Lead Arrangers).


                               [SENIOR SECURED]
<PAGE>

                                                                         ANNEX I
                                                                         -------

Interest Rates and Fees:     Borrower will be entitled to make borrowings based
                             on the ABR plus the Applicable Margin or LIBOR plus
                             the Applicable Margin. The "Applicable Margin"
                             shall be (A) with respect to LIBOR Loans under the
                             (i) Revolving Facility, 3.00% per annum; (ii) Term
                                                           --- -----
                             Loan A Facility, 3.00% per annum; (iii) Asset Sale
                                                    --- -----
                             Facility, 3.00% per annum; (iv) Term Loan B
                                             --- -----
                             Facility, 3.50% per annum; and (v) Term Loan C
                                             --- -----
                             Facility, 3.75% per annum; and (B) with respect to
                                             --- -----
                             ABR Loans under the (i) Revolving Facility, 2.00%
                             per annum; (ii) Term Loan A Facility, 2.00% per
                             --- -----                                   ---
                             annum; (iii) Asset Sale Facility, 2.00% per annum;
                             -----                                   --- -----
                             (iv) Term Loan B Facility, 2.50% per annum; and (v)
                                                              --- -----
                             Term Loan C Facility, 2.75% per annum.
                                                         --- -----

                             Notwithstanding the foregoing, on and after the
                             date (the "Trigger Date") which is the latest of
                                        ------------
                             (A) if the Interim Loan is drawn down, the date of
                             issuance of Take-out Securities generating gross
                             proceeds to Borrower of at least $300.0 million,
                             (B) the repayment in full of the Asset Sale
                             Facility, and (C) the first date after the Closing
                             Date on which Borrower delivers financial
                             statements and a computation of the Total Leverage
                             Ratio for the first fiscal quarter ended at least
                             six months after the Closing Date in accordance
                             with the Credit Agreement, the Applicable Margins
                             for the Revolving Facility and Term Loan A Facility
                             shall be subject to a grid based on the most recent
                             Total Leverage Ratio to be negotiated.

                             "ABR" means the higher of (i) the corporate base
                              ---
                             rate of interest announced by the Administrative
                             Agent from time to time, changing effective on the
                             date of announcement of said corporate base rate
                             changes, and (ii) the Federal Funds Rate plus
                             0.50% per annum. The corporate base rate is not
                                   --- -----
                             necessarily the lowest rate charged by the
                             Administrative Agent to its customers.

                             "LIBOR" means the rate determined by the
                              -----
                             Administrative Agent to be available to the
                             Lenders in the London interbank market for
                             deposits in US Dollars in the amount of, and for a
                             maturity corresponding to, the amount of the
                             applicable LIBOR Loan, as adjusted for maximum
                             statutory reserves.

                               [SENIOR SECURED]
<PAGE>

                                      -2-

                              Borrower may select interest periods of one, two,
                              three or six (or if available from all Lenders, 9
                              or 12) months for LIBOR borrowings. Interest will
                              be payable in arrears (i) in the case of ABR
                              Loans, at the end of each quarter and (ii) in the
                              case of LIBOR Loans, at the end of each interest
                              period and, in the case of any interest period
                              longer than three months, no less frequently than
                              every three months; provided, however, that if the
                                                  -------   -------
                              Interim Loan is drawn down, interest shall be paid
                              not less frequently than interest is paid on the
                              Interim Loan and in any event at least 15 days
                              prior to payment of interest on the Interim Loan.
                              Interest on all borrowings shall be calculated on
                              the basis of the actual number of days elapsed
                              over (x) in the case of LIBOR Loans, a 360-day
                              year, and (y) in the case of ABR Loans, a 365- or
                              366-day year, as the case may be.

                              Commitment fees accrue on the undrawn amount of
                              the Credit Facilities, commencing on the date of
                              the execution and delivery of the Credit
                              Documents. The commitment fee in respect of the
                              Credit Facilities will initially be 0.50% per
                                                                        ---
                              annum subject to a stepdown after the Trigger Date
                              -----
                              to subject to a grid based on the most recent
                              Total Leverage Ratio to be negotiated.

                              All commitment fees will be payable in arrears at
                              the end of each quarter and upon any termination
                              of any commitment, in each case for the actual
                              number of days elapsed over a 360-day year.

                               [SENIOR SECURED]
<PAGE>

CONFIDENTIAL                                                           EXHIBIT B

                                 INTERIM LOAN
                                 ------------

                       SUMMARY OF TERMS AND CONDITIONS*


Borrower:                          Triad Hospitals Holdings, Inc. ("Borrower").
                                                                    --------

Sole Book-Runner and               Merrill Lynch & Co. (the "Lead Arranger").
                                                             -------------
Co-Lead Arranger:


Co-Lead Arranger:                  Banc of America Securities LLC ("BAS").
                                                                    ---

Syndication Agent:                 Merrill Lynch & Co.

Administrative Agent:              Banc of America Bridge LLC (the
                                   "Administrative Agent").
                                    --------------------

Lenders:                           Merrill Lynch Capital Corporation (or one of
                                   its affiliates selected by Merrill Lynch),
                                   Banc of America Bridge LLC and a syndicate of
                                   financial institutions (the "Lenders")
                                                                -------
                                   arranged by the Lead Arranger and reasonably
                                   acceptable to Borrower.

Interim Loan:                      Senior Unsecured Interim Loan (the "Interim
                                                                       -------
                                   Loan").
                                   ----

Principal Amount:                  Up to $300,000,000.

Documentation:                     Usual for facilities and transactions of this
                                   type and reasonably acceptable to Borrower
                                   and the Lenders. The documentation for the
                                   Interim Loan will include, among others, a
                                   credit agreement (the "Interim Loan
                                                          ------------
                                   Agreement"), guarantees and other appropriate
                                   ---------
                                   documents (collectively, the "Interim Loan
                                                                 ------------
                                   Documents").
                                   ---------

Transactions:                      As described in the Commitment Letter.

Use of Proceeds:                   Together with proceeds derived from the
                                   Senior Secured Credit Facilities, to finance
                                   the Acquisition and the Refinancing and to
                                   pay the fees and expenses related to the
                                   Transactions.

Termination of Commitments:        The commitment in respect of the Interim Loan
                                   (including pursuant to the Commitment Letter)
                                   will automatically and

------------------------------
*       Capitalized terms used herein and not defined shall have the meanings
        assigned to such terms in the attached Credit Facilities Commitment
        Letter (the "Commitment Letter").
                     -----------------

                                [INTERIM LOAN]
<PAGE>

                                      -2-

                                   permanently terminate on June 30, 2001 if not
                                   drawn down on or prior to such date. In
                                   addition, the commitments in respect of the
                                   Interim Loan will automatically and
                                   permanently terminate on the date of the
                                   consummation of the Acquisition to the extent
                                   not drawn down on such date.

Maturity:                          The Interim Loan will mature on the date
                                   (the "Initial Maturity Date") that is twelve
                                         ---------------------
                                   months after the initial funding date (the
                                   "Funding"). Upon the satisfaction of the
                                    -------
                                   terms and conditions described under
                                   "Exchange Feature; Rollover Securities and
                                   Rollover Loans", the Interim Loan will be
                                   exchanged for, at the option of each Lender,
                                   either (i) unsecured senior debt securities
                                   ("Rollover Securities"), evidenced by an
                                     -------------------
                                   indenture in a form attached to the Interim
                                   Loan Agreement and maturing on the seventh
                                   anniversary of the Initial Maturity Date (but
                                   in no event no later than May 15, 2009), or
                                   (ii) unsecured senior loans maturing on the
                                   seventh anniversary of the Initial Maturity
                                   Date (the "Rollover Loans"), evidenced by the
                                              ---------------
                                   Interim Loan Agreement.


Interest Rate:                     (A) Interim Loan. The Interim Loan will bear
                                       ------------
                                   interest at a rate per annum expressed as
                                                      ---------
                                   a basis point spread over 30-day LIBOR (as
                                   adjusted every 30 days and adjusted for all
                                   applicable reserve requirements):

                                         From the      To the
                                        Beginning      End of
                                        of Month        Month         Spread
                                      ------------   -----------    ----------
                                            1             3           550 bps
                                            4             6           600 bps
                                            7             9           700 bps
                                            8            12           800 bps


                                   (B) Rollover Securities and Rollover Loans.
                                       --------------------------------------
                                   The Rollover Securities and the Rollover
                                   Loans will bear interest at a rate per annum
                                                                      ---------
                                   equal to the then-applicable six-month LIBOR
                                   rate (as adjusted each six months and as
                                   adjusted for all applicable reserves) plus
                                   900 bps. Any holder of Rollover Securities or
                                   Rollover Loans may elect, at its sole option,
                                   to fix the interest rate per annum on its
                                                            ---------
                                   Rollover Securities or Rollover Loans at the
                                   then effective rate of interest per annum (in
                                                                   ---------
                                   which case interest shall then be paid semi-
                                   annually in arrears).


                                     [INTERIM LOAN]
<PAGE>

                                   Interest Cash Cap - 14% per annum; Total
                                                           ---------
                                   Interest Cap - 17% per annum (in each case
                                                      ---------
                                   exclusive of any additional interest payable
                                   due to an event of default and any fees paid
                                   by adding the amount thereof to principal).
                                   To the extent that the accrued interest
                                   exceeds the interest that would accrue at the
                                   maximum cash interest rate, the excess will
                                   be paid by adding the amount thereof to the
                                   outstanding principal.

                                   Notwithstanding the foregoing, in no event
                                   will the interest rate be less than 12% per
                                                                           ---
                                   annum.
                                   -----

                                   To the extent that LIBOR cannot be determined
                                   or any Lender is unable to maintain a LIBOR
                                   loan, the Interim Loan shall bear interest at
                                   a rate per annum equal to the higher of (x)
                                          ---------
                                   the Federal Funds Rate plus 0.50% per annum
                                                                     --- -----
                                   or (y) the Prime Rate (as determined by the
                                   Administrative Agent), plus in each case the
                                   spread as indicated above (minus 100 bps).

Default Rate:                      Overdue principal, interest and other
                                   amounts shall bear interest at a rate per
                                                                         ---
                                   annum equal to 2% in excess of the applicable
                                   -----
                                   interest rate (including applicable margin).


Interest Payment Dates:            (A)  Interim Loan.  Monthly, in arrears.
                                        ------------

                                   (B)  Rollover Securities and Rollover Loans.
                                        --------------------------------------
                                        Quarterly, in arrears.

Security:                          None (including in respect of the Rollover
                                   Securities and Rollover Loans).

Guarantee:                         The Interim Loan will be guaranteed on an
                                   unsecured senior basis by each subsidiary of
                                   Borrower that guarantees the Senior Secured
                                   Credit Facilities. Each such guarantee is
                                   herein referred to as a "Guarantee" and each
                                                            ---------
                                   such guarantor, a "Guarantor." The Guarantors
                                                      ---------
                                   and Borrower are herein referred to as the
                                   "Credit Parties."
                                    --------------
Ranking:                           The Interim Loan (and the Rollover Securities
                                   and Rollover Loans) will be an unsecured
                                   senior obligation of Borrower ranking pari
                                                                         ----
                                   passu with other senior indebtedness of
                                   -----
                                   Borrower, and senior to all subordinated
                                   indebtedness of Borrower which is not pari
                                                                         ----
                                   passu therewith.
                                   -----

                                    [INTERIM LOAN]
<PAGE>

                                      -4-


Optional Prepayment:               The Interim Loan will be prepayable at par at
                                   any time at Borrower's option, in whole or in
                                   part, plus accrued and unpaid interest.
                                   Breakage costs, if any, will be paid by
                                   Borrower.

Mandatory Prepayment:              To the extent not prohibited by the Senior
                                   Secured Credit Facilities, upon the receipt
                                   by Borrower or any of its subsidiaries of the
                                   net cash proceeds from (i) the issuance of
                                   any debt (other than under the Senior Secured
                                   Credit Facilities and subject to exceptions
                                   and baskets to be negotiated), (ii) any
                                   capital contribution or the sale or issuance
                                   of any capital stock or any securities
                                   convertible into or exchangeable for capital
                                   stock or any warrants, rights or options to
                                   acquire capital stock (subject to baskets and
                                   exceptions to be agreed upon); and (iii)
                                   insurance proceeds or asset sales and other
                                   asset dispositions (subject to baskets and
                                   exceptions to be agreed upon), Borrower will
                                   prepay the Interim Loan in an amount equal to
                                   such net proceeds not previously applied to
                                   such prepayments at par, together with
                                   accrued interest thereon. In addition, upon
                                   the occurrence of a Change of Control (to be
                                   defined), Borrower will be required to offer
                                   to prepay the entire aggregate principal
                                   amount of the Interim Loan (or the Rollover
                                   Securities and Rollover Loans) in cash for a
                                   purchase price equal to 101% of the principal
                                   amount thereof, plus accrued and unpaid
                                   interest. Breakage costs, if any, will be
                                   paid by Borrower.

Exchange Feature; Rollover         On the Initial Maturity Date, unless
 Securities and Rollover Loans:    Borrower is in bankruptcy or there has been
                                   an acceleration of the Senior Secured Credit
                                   Facilities (or any refinancing thereof) or
                                   the Interim Loan and subject to the receipt
                                   of all fees due to the Lenders, each Lender
                                   (and participant) shall have its interest in
                                   the Interim Loan exchanged for, at the option
                                   of each Lender, either Rollover Securities or
                                   Rollover Loans. The Rollover Securities and
                                   the Rollover Loans will be (i) mandatorily
                                   redeemable or repayable (as the case may be)
                                   on the basis applicable to the Interim Loan,
                                   except that, in lieu of mandatory
                                   prepayments, Borrower shall be required to
                                   make mandatory offers to purchase such
                                   Rollover Securities or Rollover Loans and
                                   (ii) optionally redeemable or repayable (as
                                   the case may be) at declining premiums on
                                   terms customary for high-yield debt
                                   securities, including four year no-call
                                   provisions. All mandatory offers to purchase
                                   and all optional prepayments shall be made
                                   pro rata between the Rollover Securities and
                                   --- ----
                                   the Rollover Loans.

                                    [INTERIM LOAN]
<PAGE>

                                      -5-


                                   The Rollover Securities will be evidenced by
                                   an indenture in form for qualification under
                                   the Securities Act and will otherwise contain
                                   provisions customary for public debt
                                   securities and the Rollover Loans will be
                                   evidenced by the Interim Loan Agreement. The
                                   holders of the Rollover Securities will be
                                   entitled to exchange offer and other
                                   registration rights to permit resale by the
                                   holders of Rollover Securities without
                                   restriction under applicable securities laws
                                   no less favorable to holders than those
                                   customarily applicable to an offering
                                   pursuant to Rule 144A.

Conditions to Effectiveness        The making of the Interim Loan shall be
 and to Interim Loan:              subject to the same conditions precedent
                                   that are set forth in Exhibit A to the
                                   Commitment Letter with respect to the Senior
                                   Secured Credit Facilities and to the
                                   following additional conditions:

                                        (a) Borrower shall have provided to the
                                   Lead Arranger not later than 25 days prior to
                                   the Closing Date a printed preliminary ("red
                                   herring") offering memorandum or prospectus
                                   usable in a customary high-yield road show
                                   relating to the issuance of the Notes, which
                                   contains all financial statements and other
                                   data to be included therein (including all
                                   audited financial statements, all unaudited
                                   financial statements (each of which shall
                                   have undergone a SAS 71 review)) and all
                                   appropriate pro forma financial statements
                                   prepared in accordance with, or reconciled
                                   to, generally accepted accounting principles
                                   in the United States and prepared in
                                   accordance with Regulation S-X under the
                                   Securities Act of 1933, as amended (the
                                   "Securities Act"), and substantially all
                                    --------------
                                   other data (including selected financial
                                   data) that the Securities and Exchange
                                   Commission would require in a registered
                                   offering of the Senior Notes (collectively,
                                   the "Required Information").
                                        --------------------

                                        (b) Borrower shall have cooperated
                                   reasonably and in good faith with the
                                   marketing effort for the Note Offering with
                                   the view towards effecting the issuance of
                                   the Notes in lieu of the draw down of the
                                   Interim Loan. Merrill Lynch, Pierce, Fenner &
                                   Smith Incorporated and BAS shall have had a
                                   period of not less than 25 days to market the
                                   Notes prior to the Closing Date.

                                        (c) If requested in the reasonable
                                   judgment of the Lead Arranger, there shall
                                   have been provided in any confi-


                                    [INTERIM LOAN]
<PAGE>

                                      -6-

                                   dential information memorandum relating to
                                   syndication of the Interim Loan, or in any
                                   other document relating to the syndication of
                                   the Interim Loan, reasonably detailed pro
                                   forma consolidated financial projections
                                   prepared by or on behalf of Borrower for
                                   Borrower and its consolidated entities for
                                   1999 and the five subsequent fiscal years
                                   that are not different in a materially
                                   adverse manner as compared with those
                                   previously made available to the Lenders.

                                        (d)  Borrower shall have entered into
                                   the Senior Secured Credit Facilities with
                                   Merrill Lynch and BofA providing for
                                   $1,375,000,000 under the Senior Secured
                                   Credit Facilities pursuant to agreements and
                                   on terms and conditions thereunder, in form
                                   and substance reasonably satisfactory to the
                                   Lead Arranger.

Representations and Warranties:    Customary for facilities similar to the
                                   Interim Loan and such additional
                                   representations and warranties as may
                                   reasonably be required by the Lead Arranger.

Affirmative Covenants:             Customary for facilities similar to the
                                   Interim Loan and such affirmative covenants
                                   as may reasonably be required by the Lead
                                   Arranger.

                                   In addition, the Interim Loan Agreement will
                                   contain provisions pursuant to which Borrower
                                   shall undertake to (i) cooperate with the
                                   Take-out Banks (as defined below under
                                   "Refinancing of Interim Loan") and provide
                                   the Take-out Banks with information required
                                   by the Take-out Banks in connection with the
                                   Debt Offering (as defined below under
                                   "Refinancing of Interim Loan") or other means
                                   of refinancing the Interim Loan and the
                                   Rollover Securities and the Rollover Loans,
                                   (ii) assist the Take-out Banks in connection
                                   with the marketing of the Take-out Securities
                                   (including promptly providing to the Take-out
                                   Banks any information reasonably requested to
                                   effect the issue and sale of the Take-out
                                   Securities and making available senior
                                   management of Borrower for investor
                                   meetings), and (iii) cooperate with the Take-
                                   out Banks in the timely preparation of any
                                   registration statement or private placement
                                   memorandum relating to the Debt Offering and
                                   other marketing materials to be used in
                                   connection with the syndication of the
                                   Interim Loan.

                                      [INTERIM LOAN]
<PAGE>

                                      -7-

                                   Upon issuance of the Rollover Securities and
                                   the Rollover Loans, the affirmative covenants
                                   shall conform to a customary high-yield
                                   indenture and, subject to market conditions,
                                   shall be substantially similar to those
                                   contained in the 11% Senior Subordinated
                                   Notes due 2009 of Borrower (the "Existing
                                                                    --------
                                   Notes").
                                   -----

Negative Covenants:                Customary for facilities similar to the
                                   Interim Loan and such others as may
                                   reasonably be required by the Lead Arranger
                                   (with customary baskets and exceptions to be
                                   agreed upon), including, but not limited to,
                                   limitation on indebtedness; limitation on
                                   liens; limitation on investments; limitation
                                   on contingent obligations; limitation on
                                   dividends, redemptions and repurchases of
                                   equity interests; limitation on mergers,
                                   acquisitions and asset sales; limitation on
                                   issuance, sale or other disposition of
                                   subsidiary stock; limitation on sale-
                                   leaseback transactions; limitation on
                                   transactions with affiliates; limitation on
                                   dividend and other payment restrictions
                                   affecting subsidiaries; limitation on changes
                                   in business conducted; and limitation on
                                   prepayment or repurchase of subordinated or
                                   other pari passu indebtedness.
                                         ---- -----

                                   Upon issuance of the Rollover Securities and
                                   the Rollover Loans, the negative covenants
                                   shall conform to a customary high-yield
                                   indenture and, subject to market conditions,
                                   shall be substantially similar to the
                                   Existing Notes.

Events of Default:                 Customary for facilities similar to the
                                   Interim Loan and such others as may
                                   reasonably be required by the Lead Arranger.

Refinancing of Interim Loan:       Borrower shall undertake to use its
                                   reasonable best efforts to (i) prepare an
                                   offering memorandum for a private placement
                                   through resale pursuant to Rule 144A or (ii)
                                   file a registration statement under the
                                   Securities Act with respect to the Take-out
                                   Securities (in each case, the "Debt
                                                                  ----
                                   Offering"), to refinance in full the Interim
                                   --------
                                   Loan or the Rollover Securities and the
                                   Rollover Loans and consummate such Debt
                                   Offering as soon as practicable thereafter in
                                   an amount sufficient to refinance the Interim
                                   Loan or the Rollover Securities and the
                                   Rollover Loans. Such Debt Offering shall be
                                   on such terms and conditions (including
                                   (without limitation) covenants, events of
                                   default, interest rate, yield and redemption
                                   prices and dates) as the financial
                                   institutions party to the Engagement Letter
                                   (the "Take-out Banks") may in their judgment
                                         --------------
                                   determine to be appropriate in light of
                                   prevailing circumstances and market
                                   con-

                                      [INTERIM LOAN]
<PAGE>

                                      -8-

                                   ditions and the financial condition and
                                   prospects of Borrower and its subsidiaries at
                                   the time of sale and reasonably acceptable to
                                   Borrower and containing such other customary
                                   terms as determined by the Take-out Banks and
                                   reasonably acceptable to Borrower. If any
                                   Take-out Securities are issued in a
                                   transaction not registered under the
                                   Securities Act, all such Take-out Securities
                                   shall be entitled to the benefit of a
                                   registration rights agreement to be entered
                                   into by the relevant issuer (and any
                                   guarantor thereof) in respect of indebtedness
                                   being refinanced in customary form reasonably
                                   acceptable to the Take-out Banks (which shall
                                   include provisions for a customary registered
                                   exchange offer with respect to any Take-out
                                   Securities).

Yield Protection and Increased     Usual for facilities and transactions of this
  Costs:                           type.



Required Lenders:                  Lenders having a majority of the outstanding
                                   credit exposure (the "Required Lenders"),
                                                         ----------------
                                   subject to amendments of certain provisions
                                   of the Interim Loan Documents requiring the
                                   consent of Lenders having a greater share (or
                                   all) of the outstanding credit exposure.

Assignments and Participations:    Each assignment (unless to another Lender or
                                   its affiliates) shall be in a minimum amount
                                   of $1.0 million (unless Borrower and the Lead
                                   Arranger otherwise consent or unless the
                                   assigning Lender's exposure is thereby
                                   reduced to $0). Assignments shall be
                                   permitted with Borrower's and the Lead
                                   Arranger's consent (such consent not to be
                                   unreasonably withheld, delayed or
                                   conditioned), except that no such consent of
                                   Borrower need be obtained to effect an
                                   assignment to any Lender (or its affiliates)
                                   or if any default or event of default has
                                   occurred and is continuing for any assignment
                                   by Merrill Lynch and BAB or any of their
                                   respective affiliates. Participations shall
                                   be permitted without restriction. Voting
                                   rights of participants will be subject to
                                   customary limitations.

Expenses and Indemnification:      In addition to those out-of-pocket expenses
                                   reimbursable under the Commitment Letter, all
                                   reasonable out-of-pocket expenses of the Lead
                                   Arranger and the Administrative Agent (and
                                   the Lenders for enforcement costs and
                                   documentary taxes) associated with the
                                   preparation, execution and delivery of any
                                   waiver or modification (whether or not
                                   effective) of, and the enforcement of, any
                                   Interim Loan Document (including the
                                   reasonable

                                      [INTERIM LOAN]
<PAGE>

                                      -9-

                                   fees, disbursements and other charges of
                                   counsel for the Lead Arranger) are to be paid
                                   by Borrower.

                                   Borrower will indemnify each of the Lead
                                   Arranger, the Administrative Agent and the
                                   other Lenders and hold them harmless from and
                                   against all costs, expenses (including
                                   reasonable fees, disbursements and other
                                   charges of counsel for the Lead Arranger) and
                                   liabilities arising out of or relating to any
                                   litigation or other proceeding (regardless of
                                   whether the Lead Arranger, the Administrative
                                   Agent or any such other Lender is a party
                                   thereto) that relates to the Transactions
                                   (excluding litigation among Lenders), except
                                   to the extent arising solely from such
                                   person's bad faith, gross negligence or
                                   willful misconduct.

Governing Law and Forum:           New York.

Waiver of Jury Trial:              All parties to the Interim Loan Documents
                                   waive right to trial by jury.

Special Counsel for the            Cahill Gordon & Reindel (and such local
   Lead Arranger:                  counsel as may be selected by the Lead
                                   Arranger).

                                      [INTERIM LOAN]
</TEXT>
</DOCUMENT>
