Exhibit 4.2
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REGISTRATION RIGHTS AGREEMENT
Dated as of April 27, 2001
by and among
TRIAD HOSPITALS, INC.
and
THE GUARANTORS named herein
and
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Sole Book-Running Manager
and
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
UBS WARBURG LLC
Co-Managers
as Initial Purchasers
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of April 27, 2001 by and among TRIAD HOSPITALS, INC., a Delaware
corporation (the "Company"), certain of its subsidiaries listed on the Schedule
A attached hereto, (the "Guarantors" and, together with the Company, the
"Issuers") and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, BANC OF AMERICA SECURITIES LLC, CHASE SECURITIES INC. and UBS
WARBURG LLC, (collectively, the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement dated as of
April 20, 2001 by and among the Company, the Guarantors and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Issuers to the Initial Purchasers of an aggregate of
$600,000,000 principal amount of the Company's 8 3/4% Senior Notes due 2009 (the
"Notes") which are to be unconditionally guaranteed on a senior basis (the
"Guarantee" and, together with the Notes, the "Securities") as described in the
Purchase Agreement. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers
and its direct and indirect transferees the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:
"Additional Interest" shall have the meaning set forth in Section 2(e)
hereof.
"Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.
"Applicable Period" shall have the meaning set forth in Section 3(r)
hereof.
"Business Day" shall mean a day that is not a Saturday, a Sunday, or a
day on which banking institutions in New York, New York are required to be
closed.
"Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.
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"Depositary" shall mean The Depository Trust Company or any other
depositary appointed by the Company; provided, however, that such
depositary must have an address in the Borough of Manhattan, in the City of
New York.
"Effectiveness Period" shall have the meaning set forth in Section
2(b) hereof.
"Effectiveness Target Date" shall have the meaning set forth in
Section 2(e) hereof.
"Event Date" shall have the meaning set forth in Section 2(e) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Offer" shall mean the exchange offer by the Issuers of
Exchange Securities for Securities pursuant to Section 2(a) hereof.
"Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.
"Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on an appropriate form under the Securities Act, and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.
"Exchange Securities" shall mean the $600,000,000 8 3/4% Senior Notes
due 2009, issued by the Issuers pursuant to and entitled to the benefits
of, the Indenture (which shall be qualified under the TIA) and registered
pursuant to an effective Registration Statement under the Securities Act,
to be offered to Holders of Securities in exchange for Securities pursuant
to the Exchange Offer, which shall be identical to such Securities (except
that (i) interest thereon shall accrue from the last date on which interest
was paid on such Securities or, if no such interest has been paid, from the
Issue Date and (ii) the transfer restrictions thereon shall be eliminated).
"Guarantors" shall have the meaning set forth in the preamble to this
Agreement and also includes their successors and permitted assigns.
"Holders" shall mean the Initial Purchasers, for so long as they own
any Transfer Restricted Securities, each of their direct and indirect
successors, assigns and transferees who become registered owners of
Transfer Restricted Securities under the In-
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denture and each Participating Broker-Dealer that holds Exchange Securities
for so long as such Participating Broker-Dealer is required to deliver a
prospectus meeting the requirements of the Securities Act in connection
with any resale of such Exchange Securities.
"Indenture" shall mean the Indenture relating to the Securities dated
as of April 27, 2001 among the Issuers and Citibank N.A., as trustee, as
the same may be amended from time to time in accordance with the terms
thereof.
"Initial Purchasers" shall have the meaning set forth in the preamble
to this Agreement.
"Inspectors" shall have the meaning set forth in Section 3(m) hereof.
"Issue Date" shall mean the date on which the Securities are
originally issued.
"Issuers" shall have the meaning set forth in the preamble to this
Agreement.
"Majority Holders" shall mean, subject to Section 7(k), the Holders of
a majority of the aggregate principal amount of outstanding Transfer
Restricted Securities.
"Participating Broker-Dealer" shall have the meaning set forth in
Section 3(r) hereof.
"Person" shall mean an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.
"Private Exchange" shall have the meaning set forth in Section 2(a)
hereof.
"Private Exchange Securities" shall have the meaning set forth in
Section 2(a) hereof.
"Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any
portion of the Transfer Restricted Securities covered by a Shelf
Registration Statement, and by all other amendments and supplements to a
prospectus, including post-effective amendments, and in each case including
all material incorporated by reference therein.
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"Purchase Agreement" shall have the meaning set forth in the preamble
to this Agreement.
"Records" shall have the meaning set forth in Section 3(m) hereof.
"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Issuers with this Agreement, including
without limitation: (i) all applicable SEC, stock exchange or National
Association of Securities Dealers, Inc. (the "NASD") registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable
fees and disbursements of one counsel for any Holder that is an Initial
Purchaser in connection with blue sky qualification of any of the Exchange
Securities or Transfer Restricted Securities) and compliance with the rules
of the NASD, (iii) all applicable expenses incurred by the Issuers in
preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments
or supplements thereto, and in preparing or assisting in preparing any
other documents relating to the performance of and compliance with this
Agreement, (iv) the reasonable fees and disbursements of counsel for the
Issuers and of the independent certified public accountants of the Issuers,
including the expenses of any "cold comfort" letters required by or
incident to such performance or compliance with this Agreement, (v) the
reasonable fees and expenses of the Trustee, and any exchange agent or
custodian, (vi) all fees and expenses incurred in connection with the
listing, if any, of any of the Transfer Restricted Securities on any
securities exchange or exchanges, if the Company, in its discretion, elects
to make any such listing, (vii) all rating agency fees, if any, and (viii)
any reasonable fees and disbursements of any underwriter customarily
required to be paid by the Issuers or sellers of securities and the fees
and expenses of any special experts retained by the Issuers in connection
with any Shelf Registration Statement; but excluding fees of counsel to the
Holders and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Transfer Restricted Securities
by a Holder.
"Registration Statement" shall mean any registration statement
(including, without limitation, the Exchange Offer Registration Statement
and the Shelf Registration Statement) of the Issuers which covers any of
the Transfer Restricted Securities pursuant to the provisions of this
Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
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"Securities" shall have the meaning set forth in the preamble to this
Agreement.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.
"Shelf Registration Event" shall have the meaning set forth in Section
2(b) hereof.
"Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuers relating to a "shelf" offering in accordance with
Rule 415 of the Securities Act, or any similar rule that may be adopted by
the SEC, pursuant to the provisions of Section 2(b) hereof which covers all
of the Transfer Restricted Securities, on an appropriate form under the
Securities Act, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"TIA" shall have the meaning set forth in Section 3(k) hereof.
"Transfer Restricted Securities" shall mean each Security, each
Exchange Security, if issued, and each Private Exchange Security, if
issued; provided, however, that each Security, Exchange Security or Private
Exchange Security, as the case may be, shall cease to be a Transfer
Restricted Security when (i) with respect to a Security only, such Security
has been exchanged by a person other than a Participating Broker-Dealer in
the Exchange Offer for an Exchange Security which is entitled to be resold
to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (ii) with respect to a
Security only, following the exchange by a Participating Broker-Dealer in
the Exchange Offer of a Security for an Exchange Security, such Exchange
Security is sold to a purchaser who receives from such Participating
Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, as amended or
supplemented, (iii) such Security or Private Exchange Security, as the case
may be, has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement, (iv) such
Security or Private Exchange Security, as the case may be, is distributed
to the public pursuant to Rule 144 under the Securities Act (or any similar
provision then in force, but not Rule 144A under the Securities Act), (v)
such Security is eligible to be sold pursuant to paragraph (k) of Rule 144,
(vi) such Security, Exchange Security or Private Exchange Security, as the
case may be,
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shall have been otherwise transferred by the holder thereof and a new
security not bearing a legend restricting further transfer shall have been
delivered by the Issuers and subsequent disposition of such new security
shall not require registration or qualification under the Securities Act or
any similar state law then in force, or (vii) such Security, Exchange
Security or Private Exchange Security, as the case may be, ceases to be
outstanding.
"Trustee" shall mean the trustee with respect to the Securities under
the Indenture.
2. Registration Under the Securities Act.
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(a) Exchange Offer. (i) To the extent not prohibited by any applicable
law or applicable policy of the SEC, the Issuers shall, for the benefit of the
Holders, at the Issuers' cost, (A) use their reasonable best efforts to prepare
and, as soon as practicable but not later than 90 days after the Issue Date,
file with the SEC an Exchange Offer Registration Statement on an appropriate
form under the Securities Act covering the offer by the Issuers to the Holders
to exchange all of the Securities for a like principal amount of Exchange
Securities, (B) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to be declared effective under the Securities Act by the
SEC not later than the date which is 180 days after the Issue Date, (C) use
their reasonable best efforts to (x) to include in the Exchange Registration
Statement a prospectus for use in any resales by any Holder of Exchange
Securities that is a broker-dealer and (y) to keep such Registration Statement
effective for a period beginning when Exchange Securities are first issued in
the Exchange Offer and ending upon the earlier of the expiration of the 180th
day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Transfer Restricted Securities and (D) use
their best efforts to commence the Exchange Offer and, on or prior to 220 days
after the Issue Date, issue Exchange Securities in exchange for all Securities
properly tendered prior thereto in the Exchange Offer. Upon the effectiveness of
the Exchange Offer Registration Statement, the Issuers shall promptly, but no
later than 5 days after such registration statement has become effective,
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder eligible and electing to exchange Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Issuers within
the meaning of Rule 405 under the Securities Act or, if it is an affiliate, that
it will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, and is not a broker-dealer tendering
Transfer Restricted Securities acquired directly from the Issuers for its own
account, acquired the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the Exchange Securities) and to transfer such
Exchange Securities from and after
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their receipt without any limitations or restrictions on transfer under the
Securities Act and under state securities or blue sky laws.
(ii) In connection with the Exchange Offer, the Issuers
shall:
(A) mail as promptly as practicable to each Holder a
copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of
transmittal and related documents;
(B) keep the Exchange Offer open for acceptance for a
period of not less than 30 days after the date notice thereof
is mailed to the Holders (or longer if required by applicable
law) (such period referred to herein as the "Exchange
Period");
(C) utilize the services of the Depositary for the
Exchange Offer;
(D) permit Holders to withdraw tendered Securities at
any time prior to 5:00 p.m. (New York time) on the last
Business Day of the Exchange Period by sending to the
institution specified in the notice, a telegram, telex,
facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Securities delivered for
exchange, and a statement that such holder is withdrawing his
election to have such Securities exchanged;
(E) notify each Holder that any Securities not
tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement
(except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and
(F) otherwise comply in all material respects with
all applicable laws relating to the Exchange Offer.
(iii) If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Securities acquired by them and having the
status of an unsold allotment in the initial distribution, the Issuers
upon the request of any Initial Purchaser shall, to the extent not
prohibited by any applicable law or applicable policy of the SEC,
simultaneously with the delivery of the Exchange Securities in the
Exchange Offer, issue and deliver to such Initial Purchaser in exchange
(the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company,
guaranteed by the Guarantors, issued pursuant to, and entitled to the
benefits of, the Indenture and identical to the Exchange Securities,
except that such securities shall bear appropriate transfer
restrictions (the "Private Exchange Securities").
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(iv) The Exchange Securities and the Private Exchange
Securities shall be issued under (A) the Indenture or (B) an indenture
identical in all material respects to the Indenture and which, in
either case, has been qualified under the TIA or is exempt from such
qualification and shall provide that the Exchange Securities (other
than the Private Exchange Securities) shall not be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Securities, the Private
Exchange Securities and the Securities shall vote and consent together
on all matters as one class and that none of the Exchange Securities,
the Private Exchange Securities or the Securities shall have the right
to vote or consent as a separate class on any matter. The Private
Exchange Securities shall be of the same series as, and the Company
shall seek to cause the CUSIP Service Bureau to issue the same CUSIP
numbers for the Private Exchange Securities as for the Exchange
Securities issued pursuant to the Exchange Offer. The Company shall not
have any liability hereunder solely as a result of such Private
Exchange Securities not bearing the same CUSIP number as the Exchange
Securities.
(v) The Exchange Offer and the Private Exchange shall not
be subject to any conditions, other than that (A) in the reasonable
opinion of counsel to the Company, the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any
applicable policy of the SEC, (B) no action or proceeding shall have
been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Company to
proceed with the Exchange Offer or the Private Exchange nor shall any
material adverse development have occurred in any such action or
proceeding with respect to the Company, (C) all governmental approvals
which the Issuers deem reasonably necessary for the consummation of the
Exchange Offer or Private Exchange shall have been obtained and (D) the
due tendering of Transfer Restricted Securities in accordance with the
terms of the Exchange Offer. As soon as practicable after the close of
the Exchange Offer and/or the Private Exchange, as the case may be, the
Issuers shall:
(1) accept for exchange all Securities or portions
thereof properly tendered and not validly withdrawn pursuant
to the Exchange Offer or the Private Exchange; and
(2) deliver, or cause to be delivered, to the Trustee
for cancellation all Securities or portions thereof so
accepted for exchange by the Issuers, and issue, and cause the
Trustee under the Indenture to promptly authenticate and
deliver to each Holder, a new Exchange Security or Private
Exchange Security, as the case may be, equal in principal
amount to the principal amount of the Securities surrendered
by such Holder and accepted for exchange.
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(vi) To the extent not prohibited by any law or applicable
policy of the SEC, the Issuers shall use their reasonable best efforts
to complete the Exchange Offer as provided above, and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and
other applicable laws in connection with the Exchange Offer. Each
Holder of Securities who wishes to exchange such Securities for
Exchange Securities in the Exchange Offer will be required to make
certain customary representations in connection therewith, including
representations that such Holder is not an affiliate of any of the
Issuers within the meaning of Rule 405 under the Securities Act, or if
it is an affiliate, that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable, that it is not a broker-dealer tendering Transfer
Restricted Securities acquired directly from the Company for its own
account, that any Exchange Securities to be received by it will be
acquired in the ordinary course of business and that at the time of the
commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities.
Each Participating Broker-Dealer will be required to acknowledge that
it will deliver the Prospectus included in the Exchange Offer
Registration Statement in connection with the resale of Exchange
Securities to the extent it is subject to the prospectus delivery
requirements of the SEC. The Issuers shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right
to contact such Holders and otherwise facilitate the tender of
Securities in the Exchange Offer.
(vii) Upon consummation of the Exchange Offer in accordance
with this Section 2(a), the provisions of this Agreement shall continue
to apply, modified as necessary, solely with respect to Transfer
Restricted Securities that are Private Exchange Securities, Exchange
Securities held by Participating Broker-Dealers and Transfer Restricted
Securities entitled to a Shelf Registration pursuant to the first
paragraph of Section 2(b) hereof.
(b) Shelf Registration. (i) In the event that (A) the Issuers are not
permitted to file the Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
SEC policy, (B) the Exchange Offer is not consummated within 220 days after the
Issue Date or (C) any holder of Securities notifies the Company prior to the
20th day following consummation of the Exchange Offer that (1) due to a change
in applicable law or SEC policy it is not entitled to participate in the
Exchange Offer, (2) due to a change in applicable law or SEC policy it may not
resell the Exchange Securities to be acquired by it in the Exchange Offer to the
public without delivering a prospectus and the prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such holder or (3) it is a broker-dealer and owns
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Securities acquired directly from the Company or an affiliate of the Company or
(D) the holders of the Securities may not resell the Exchange Securities to be
acquired by them in the Exchange Offer to the public without restriction under
the Securities Act and without restriction under applicable blue sky or state
securities laws (any of the events specified in (A)-(D) being a "Shelf
Registration Event"), then the Issuers shall, at their cost, use their
reasonable best efforts to file as promptly as practicable after the date of
such Shelf Registration Event and, in any event, prior to the later of (1) 90
days after the Issue Date or (2) 90 days (or 30 days in the case of clause (B)
of this Section 2(b)) after such filing obligation arises and use their
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective by the SEC on or prior to 90 days from such required filing date. No
Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration pursuant to this Agreement
unless and until such Holder furnishes to the Company in writing such
information as the Company may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be included
in such Shelf Registration Statement or Prospectus included therein, reasonably
request for inclusion in any Shelf Registration Statement or Prospectus included
therein. Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the Company all information with respect to such Holder necessary
to make any information previously furnished to the Company by such Holder not
materially misleading.
(ii) The Issuers agree to use their reasonable best efforts
to keep the Shelf Registration Statement continuously effective until
the second anniversary of the effective date of the Shelf Registration
Statement (subject to extension pursuant to the last paragraph of
Section 3 hereof) or such earlier time as there are no longer any
Transfer Restricted Securities outstanding (the "Effectiveness
Period"). The foregoing shall not apply to actions taken (or
contemplated to be taken) by the Company in good faith and for valid
business reasons involving a material undisclosed event (but not
including the avoidance of the Company's obligations hereunder) (a
"Suspension Event"), including, without limitation, the acquisition or
divestiture of assets or the offering or sale of securities, so long as
the Issuers without delay prepare and furnish to each of the Holders of
the Transfer Restricted Securities a reasonable number of copies of the
supplemented or amended prospectus contemplated by Section 3(i) hereof,
if the Issuers would be required pursuant to Section 3(e)(E) hereof, to
notify the Holders of the Transfer Restricted Securities. Any such
period during which the Issuers are excused from keeping the Shelf
Registration Statement effective and usable for offers and sale of the
Transfer Restricted Securities is referred to as a "Suspension Period";
provided that, such Suspension Period shall not exceed 45 days in any
12-month period (whereafter Additional Interest shall accrue and be
payable); and provided further that the number of days of any actual
Suspension Period shall be added on to the end of the Effectiveness
Period specified above. A Suspension Period shall commence on
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and include the date that the Company gives notice that the Shelf
Registration Statement is no longer effective or the prospectus
included therein is no longer usable for offers and sales of Transfer
Restricted Securities and shall end on the earlier to occur of (1) the
date on which each seller of Transfer Restricted Securities covered by
the Shelf Registration Statement either receives the copies of the
supplemented or amended prospectus contemplated by the Section 3(i)
hereof or is advised in writing by the Company that the use of the
prospectus may be resumed and (2) the expiration of 45 days in any
12-month period during which one or more Suspension Periods have been
in effect. The Issuers further agree to supplement or make amendments
to the Shelf Registration Statement, as and when required by the rules,
regulations or instructions applicable to the registration form used by
the Issuers for such Shelf Registration Statement or by the Securities
Act or rules and regulations thereunder for shelf registration, and the
Issuers agree to furnish to each Holder of Transfer Restricted
Securities copies of any such supplement or amendment prior to its
being used or promptly following its filing with the SEC.
(c) Expenses. The Issuers shall pay all Registration Expenses in
connection with any registration pursuant to Section 2(a) or 2(b) hereof and the
reasonable fees and expenses of one counsel, if any, designated in writing by
the Majority Holders to act as counsel for the Holders of the Transfer
Restricted Securities in connection with a Shelf Registration Statement (which
counsel shall be reasonably satisfactory to the Company). Each Holder shall pay
all expenses of its counsel (other than as set forth above), all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Transfer Restricted Securities pursuant to the
Shelf Registration Statement.
(d) Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Transfer Restricted
Securities pursuant to an Exchange Offer Registration Statement or Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Transfer Restricted
Securities may legally resume. The Issuers will be deemed not to have used their
reasonable best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if they voluntarily take any action that
would result in any such Registration Statement not being declared effective or
in the Holders of Transfer Restricted Securities covered thereby not being able
to exchange or offer and sell such Transfer Re-
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stricted Securities during that period, unless such action is required by
applicable law or otherwise permitted by this Agreement.
(e) Additional Interest. (i) In the event that (A) the applicable
Registration Statement is not filed with the SEC on or prior to the date
specified herein for such filing, (B) the applicable Registration Statement is
not declared effective by the SEC on or prior to the date specified herein for
such effectiveness (the "Effectiveness Target Date"), (C) the Exchange Offer is
required to be consummated hereunder and the Issuers fail to consummate the
Exchange Offer within 30 business days of the effectiveness date with respect to
the Exchange Offer Registration Statement or (D) the applicable Registration
Statement is filed and declared effective prior to the Effectiveness Target Date
but shall thereafter cease to be effective or usable (other than due to a
Suspension Event) during the periods specified herein without being immediately
succeeded by an additional Registration Statement covering the Transfer
Restricted Securities which has been filed and declared effective (each such
event referred to in clauses (A) through (D), a "Registration Default"), then
the Issuers shall pay, jointly and severally, liquidated damages to each Holder
of Transfer Restricted Securities as to which such Registration Default relates
("Additional Interest"), with respect to the first 90-day period (or portion
thereof) while a Registration Default or Defaults is continuing immediately
following the occurrence of such Registration Default, in an amount equal to
0.25% per annum of the principal amount of the Securities. The amount of
Additional Interest will increase by an additional 0.25% per annum of the
principal amount of the Securities for each subsequent 90-day period (or portion
thereof) while a Registration Default or Defaults is continuing until all
Registration Defaults have been cured, up to an aggregate maximum amount of
1.00% per annum of the principal amount of the Securities. Additional Interest
shall be computed based on the actual number of days elapsed during which any
such Registration Default or Defaults exist. Following the cure of a
Registration Default, the accrual of Additional Interest with respect to such
Registration Default will cease. Additional Interest pursuant to this Section
2(e) shall be the exclusive monetary remedy available to the Holders of the
Securities in respect of any Registration Default. Additional Interest will not
accrue and be payable as set forth above during any Suspension Period to the
extent such Suspension Period does not exceed 45 days in any 12-month period.
(ii) The Issuers shall notify the Trustee within five
Business Days after each and every date on which an event occurs in
respect of which Additional Interest is required to be paid (an "Event
Date"). All accrued Additional Interest shall be paid to the holders
entitled thereto, in the manner provided for the payment of interest in
the Indenture and the Securities, on each interest payment date, as
more fully set forth in the Indenture and the Securities. The amount of
Additional Interest will be determined by multiplying the applicable
additional interest rate by the principal amount of the Securities, as
the case may be, multiplied by a fraction, the numerator of which is
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the number of days such additional interest rate was applicable during
such period (determined on the basis of a 360-day year comprised of
twelve 30-day months), and the denominator of which is 360.
(f) Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Issuers acknowledge that any failure
by the Issuers to comply with their obligations under Section 2(a) and Section
2(b) hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it would not
be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Issuers' obligations under
Section 2(a) and Section 2(b) hereof.
3. Registration Procedures. In connection with the obligations of the
Issuers with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Issuers shall:
(a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
within the relevant time period specified in Section 2 hereof on the
appropriate form under the Securities Act, which form (i) shall be
selected by the Company, (ii) shall, in the case of a Shelf
Registration, be available for the sale of the Transfer Restricted
Securities by the selling Holders thereof and (iii) shall comply as to
form in all material respects with the requirements of the applicable
form and include all financial statements required by the SEC to be
filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective in
accordance with Section 2 hereof. The Issuers shall not file any Shelf
Registration Statement or related Prospectus or any amendments or
supplements thereto in respect of which the Holders must provide
information for inclusion therein without the Holders or their counsel
being afforded an opportunity to review such documentation a reasonable
time prior to the filing of such document or, with respect to such
information relating to such Holders, if the Majority Holders or such
Participating Broker-Dealer, as the case may be, their counsel or the
managing underwriters, if any, shall reasonably object;
(b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be
necessary under applicable law to keep such Registration Statement
effective for the Effectiveness Period or the Applicable Period, as the
case may be; and cause each Prospectus to be supplemented by any
required prospectus supplement and as so supplemented to be filed
pursuant to Rule 424 (or any similar provision then in force) under the
Securities Act, and comply in all material respects with the provisions
of the Securities Act, the Exchange Act and
-14-
the rules and regulations promulgated thereunder applicable to it with
respect to the disposition of all securities covered by each
Registration Statement during the Effectiveness Period or the
Applicable Period, as the case may be, in accordance with the intended
method or methods of distribution by the selling Holders thereof
described in this Agreement (including sales by any Participating
Broker-Dealer);
(c) in the case of a Shelf Registration, (i) notify each
Holder of Transfer Restricted Securities, at least three Business Days
prior to filing, that a Shelf Registration Statement with respect to
the Transfer Restricted Securities is being filed and advising such
Holder that the distribution of Transfer Restricted Securities will be
made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Transfer Restricted Securities, without charge, as many copies of each
Prospectus, and any amendment or supplement thereto and such other
documents as such Holder may reasonably request, in order to facilitate
the disposition of the Transfer Restricted Securities; and (iii)
subject to Section 2(b)(ii) hereof and the last paragraph of Section 3
hereof, hereby consent to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of Transfer
Restricted Securities in connection with the offering and sale of the
Transfer Restricted Securities covered by such Prospectus or any
amendment or supplement thereto;
(d) in the case of a Shelf Registration, use their reasonable
best efforts to register or qualify, as may be required by applicable
law, the Transfer Restricted Securities under all applicable state
securities or "blue sky" laws of such jurisdictions by the time the
applicable Registration Statement is declared effective by the SEC as
any Holder of Transfer Restricted Securities covered by a Registration
Statement shall reasonably request in advance of such date of
effectiveness, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder to consummate
the disposition in each such jurisdiction of such Transfer Restricted
Securities owned by such Holder;
(e) in the case of (i) a Shelf Registration or (ii)
Participating Broker-Dealers who have notified the Company that they
will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(r) hereof, notify each
Holder of Transfer Restricted Securities, or such Participating
Broker-Dealers, as the case may be, their counsel, if any, promptly and
confirm such notice in writing (if such notice was not originally given
in writing) (A) when a Registration Statement has become effective and
when any post-effective amendments and supplements thereto become
effective, (B) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement or
Prospectus or for additional information after the Registration
Statement has become ef-
-15-
fective, (C) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that
purpose, (D) if any of the Issuers receive any notification with
respect to the suspension of the qualification of the Transfer
Restricted Securities to be sold by any Participating Broker-Dealer for
offer or sale in any jurisdiction or the initiation of any proceeding
for such purpose, (E) of the happening of any event or the failure of
any event to occur or the discovery of any facts or otherwise during
the Effectiveness Period or the Applicable Period, as the case may be,
which makes any statement made in such Registration Statement or
Prospectus untrue in any material respect or which causes such
Registration Statement or Prospectus to omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (F) the
Issuers' determination that a post-effective amendment to the
Registration Statement would be appropriate;
(f) use their reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement
as soon as practicable;
(g) in the case of a Shelf Registration, furnish to each
Holder of Transfer Restricted Securities, without charge, at least one
conformed copy of each Registration Statement relating to such Shelf
Registration and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);
(h) in the case of a Shelf Registration, unless any Transfer
Restricted Securities shall be in book-entry only form, cooperate with
the selling Holders of Transfer Restricted Securities to facilitate the
timely preparation and delivery of certificates not bearing any
restrictive legends representing Securities covered by such Shelf
Registration to be sold and relating to the subsequent transfer of such
Securities; and cause such Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in
such names as the selling Holders may reasonably request at least three
Business Days prior to the closing of any sale of Transfer Restricted
Securities;
(i) in the case of (i) a Shelf Registration or (ii)
Participating Broker-Dealers who have notified the Company that they
will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(r), upon the occurrence
of any circumstance contemplated by Section 3(e)(B), 3(e)(C), 3(e)(D),
3(e)(E) or 3(e)(F) hereof, prepare a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required
document so that (subject to Section 3(a)), as thereafter delivered to
the purchasers of the Transfer Restricted Securi-
-16-
ties, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; and to notify each Holder or Participating
Broker-Dealer, as applicable, to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event;
(j) obtain a CUSIP number for all Exchange Securities or
Private Exchange Securities or Securities, as the case may be, not
later than the effective date of a Registration Statement, and provide
the Trustee with printed certificates for the Exchange Securities or
the Private Exchange Securities, as the case may be, in a form eligible
for deposit with the Depositary;
(k) (i) cause the Indenture or the indenture provided in
Section 2(a) to be qualified under the Trust Indenture Act of 1939, as
amended (the "TIA"), in connection with the registration of the
Transfer Restricted Securities, (ii) cooperate with the Trustee or any
trustee under such indenture and the Holders to effect such changes to
the Indenture or such indenture as may be required for the Indenture or
such indenture to be so qualified in accordance with the terms of the
TIA and (iii) execute, and use reasonable best efforts to cause the
Trustee or any trustee under such indenture to execute, all documents
as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture or
such indenture to be so qualified in a timely manner;
(l) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all such other customary
and appropriate actions as are reasonably requested by the Majority
Holders in order to expedite or facilitate the disposition of such
Transfer Restricted Securities, and in such connection, whether or not
an underwriting agreement is entered into and whether or not the
registration is an underwritten registration, (i) make such
representations and warranties to Holders of such Transfer Restricted
Securities and the underwriters (if any) with respect to the business
of the Company and its subsidiaries as then conducted and the
Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, as are
customarily made by issuers in connection with an offering of debt
securities as contemplated hereby pursuant to any appropriate agreement
or to a registration statement filed on the form applicable to the
Shelf Registration, and confirm the same if and when requested by the
Majority Holders; (ii) obtain opinions of counsel to the Company in
form and substance reasonably satisfactory to the managing underwriters
(if any) and the Holders of at least 35% in aggregate principal amount
of the Transfer Restricted Securities covered by such Registration
Statement, addressed to each selling Holder and the managing
underwriters covering the matters customarily covered in opinions
requested in connection with an of-
-17-
fering of debt securities as contemplated hereby pursuant to any
appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (iii) obtain "cold comfort"
letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to the Company and the underwriters (if any) with
copies to each of the selling Holders of Transfer Restricted
Securities, such letters to be in customary form and covering matters
of the type customarily covered in "cold comfort" letters in connection
with an offering of debt securities as contemplated hereby pursuant to
any appropriate agreement or to a registration statement filed on the
form applicable to the Shelf Registration; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification
provisions and procedures substantially equivalent to those set forth
in Section 4 hereof (or such other provisions and procedures acceptable
to the Company and the Holders of a majority in aggregate principal
amount of Transfer Restricted Securities covered by such Registration
Statement and the managing underwriters) with respect to all parties to
be indemnified pursuant to said Section (including, without limitation,
such selling Holders and such underwriters). The above shall be done at
each closing in respect of the sale of Transfer Restricted Securities,
or as and to the extent required thereunder;
(m) if (i) a Shelf Registration is filed pursuant to Section
2(b) or (ii) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2(a) is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities during the Applicable Period, make
available for inspection by each selling Holder of Transfer Restricted
Securities and each such person who would be an "underwriter" as a
result of either (A) the sale by such person of Securities covered by
such Shelf Registration Statement or (B) the sale during the Applicable
Period by a Participating Broker-Dealer of Exchange Securities
(provided that a Participating Broker-Dealer shall not be deemed to be
an underwriter solely as a result of it being required to deliver a
prospectus in connection with any resale of Exchange Securities) and
any attorney, accountant or other agent retained by any such person
(collectively, the "Inspectors"), at the offices where normally kept,
during reasonable business hours and upon reasonable prior notice, all
financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise
any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and its subsidiaries to supply
all information in each case reasonably requested by any such Inspector
in connection with such Registration Statement. Records which the
Company determines, in good faith, to be con-
-18-
fidential and any Records which they notify the Inspectors are
confidential shall not be disclosed by the Inspectors to any other
Person unless (1) the disclosure of such Records is necessary to avoid
or correct a material misstatement or omission in such Registration
Statement, (2) the disclosure is necessary in connection with any
action, suit or proceeding, (3) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction or (4) the information in such Records has been made
generally available to the public. Each such Holder and each such
Participating Broker-Dealer will be required to agree in writing that
information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Issuers unless and until
such is made generally available to the public. Each selling Holder of
such Transfer Restricted Securities and each such Participating
Broker-Dealer will be required to further agree in writing that it
will, upon learning that disclosure of such Records is sought under (1)
or (2) above, give notice to the Company and allow the Company and its
subsidiaries at their own expense to undertake appropriate action to
prevent disclosure of the Records deemed confidential; provided that
the foregoing inspection and information gathering shall be coordinated
by one counsel designated by and on behalf of the parties referenced in
clauses (A) and (B) of this Section 3(m);
(n) comply with all applicable rules and regulations of the
SEC so long as the provisions of this Agreement are applicable and make
generally available to its security holders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold
to underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Company after the effective date of a
Registration Statement, which statements shall cover said 12-month
periods;
(o) if an Exchange Offer or a Private Exchange is to be
consummated, upon proper delivery of Securities by Holders to the
Company (or to such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be
marked, on such Securities and on the books of the Trustee, the Note
Registrar (as defined in the Indenture) and, if necessary, the
Depositary, delivered by such Holders that such Securities are being
canceled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; but in no event shall such
Securities be marked as paid or otherwise satisfied solely as a result
of being exchanged for Ex-
-19-
change Securities or Private Exchange Securities in the Exchange Offer
or the Private Exchange, as the case may be;
(p) cooperate with each seller of Transfer Restricted
Securities covered by any Registration Statement participating in the
disposition of such Transfer Restricted Securities and one counsel
acting on behalf of all such sellers in connection with the filings, if
any, required to be made with the NASD;
(q) use their reasonable best efforts to take all other steps
necessary to effect the registration of the Transfer Restricted
Securities covered by a Registration Statement contemplated hereby; and
(r) in the case of the Exchange Offer Registration Statement
(A) include in the Exchange Offer Registration Statement a section
entitled "Plan of Distribution," which section shall be reasonably
acceptable to the Initial Purchasers, and which shall contain a summary
statement of the positions taken or policies made by the staff of the
SEC with respect to the potential "underwriter" status of any
broker-dealer ("Participating Broker-Dealer") that holds Transfer
Restricted Securities acquired for its own account as a result of
market-making activities or other trading activities and that will be
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act)
of Exchange Securities to be received by such broker-dealer in the
Exchange Offer, whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in
the reasonable judgment of the Initial Purchasers, represent the
prevailing views of the staff of the SEC, including a statement that
any such Participating Broker-Dealer who receives Exchange Securities
for Transfer Restricted Securities pursuant to the Exchange Offer may
be deemed a statutory underwriter and must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of
such Exchange Securities, (B) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to
in Section 3(e), without charge, as many copies of each Prospectus
included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as
such Participating Broker-Dealer may reasonably request, (C) subject to
the provisions of this Agreement, hereby consent to the use of the
Prospectus forming part of the Exchange Offer Registration Statement or
any amendment or supplement thereto, by any Person subject to the
prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer
of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, (D) use their reasonable best efforts to keep
the Exchange Offer Registration Statement effective and use their
reasonable best efforts to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery
requirements of the
-20-
Securities Act for such period of time as such Persons must comply with
such requirements in order to resell the Exchange Securities; provided,
however, that such period shall not be required to exceed 180 days (or
such longer period if extended pursuant to the last sentence of Section
3 hereof) (the "Applicable Period"), and (E) include in the transmittal
letter or similar documentation to be executed by an exchange offeree
in order to participate in the Exchange Offer (1) the following
provision:
"If the exchange offeree is a broker-dealer holding Securities
acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a
prospectus meeting the requirements of the Securities Act in
connection with any resale of Exchange Securities received in
respect of such Securities pursuant to the Exchange Offer";
and (2) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (1) and by delivering a Prospectus
in connection with the exchange of Transfer Restricted Securities, such
broker-dealer will not be deemed to admit that it is an underwriter
within the meaning of the Securities Act.
The Company may require each seller of Transfer Restricted Securities
as to which any registration is being effected to furnish to the Company such
information regarding such seller and the proposed distribution of such Transfer
Restricted Securities as the Company may from time to time reasonably request in
writing. The Company may exclude from such registration the Transfer Restricted
Securities of any seller who fails to furnish such information within a
reasonable time (at least 21 calendar days from the date on which such request
is mailed) and shall be under no obligation to compensate any such seller for
any lost income, interest or other opportunity forgone, or any liability
incurred, as a result of the Company's decision to exclude such seller.
In the case of (i) a Shelf Registration Statement or (ii) Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
Section 3(r) hereof that are seeking to sell Exchange Securities and are
required to deliver Prospectuses, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(e)(B), 3(e)(C), 3(e)(D), 3(e)(E) or 3(e)(F) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Transfer Restricted Securities or Exchange Securities, as the
case may be, pursuant to a Registration Statement until such Holder's or
Participating Broker-Dealer's, as the case may be, receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and, if so directed by the Company, such
Holder will
-21-
deliver to the Company (at the Company's expense) all copies in such Holder's or
Participating Broker-Dealer's, as the case may be, possession, other than
permanent file copies then in such Holder's or Participating Broker-Dealer's, as
the case may be, possession, of the Prospectus covering such Transfer Restricted
Securities or Exchange Securities, as the case may be, current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Transfer Restricted Securities or Exchange Securities, as the
case may be, pursuant to a Registration Statement, the Issuers shall use their
reasonable best efforts to file and have declared effective (if an amendment) as
soon as practicable an amendment or supplement to the Registration Statement
and, in the case of an amendment, have such amendment declared effective as soon
as practicable and shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days in the period from and including the date of the giving of such notice
to and including the date when the Company shall have made available to the
Holders or Participating Broker-Dealers, as the case may be, (A) copies of the
supplemented or amended Prospectus necessary to resume such dispositions or (B)
the Advice.
4. Indemnification and Contribution. (a) Each of the Issuers shall
jointly and severally indemnify and hold harmless the Initial Purchasers, each
Holder of Transfer Restricted Securities in the Registration Statement, each
Participating Broker-Dealer, each underwriter who participates in an offering of
Transfer Restricted Securities, their respective affiliates, and each Person, if
any, who controls any of such parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment or supplement
thereto), covering Transfer Restricted Securities or Exchange
Securities, including all documents incorporated therein by reference,
or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus
(or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission; pro-
-22-
vided that (subject to Section 4(d) below) any such settlement is
effected with the prior written consent of the Company; and
(iii) against any and all expenses whatsoever, as incurred
(including reasonable fees and disbursements of one counsel (in
addition to any local counsel) chosen as provided in Section 4(c)
below) reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any court
or governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii) of this Section
4(a);
provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Initial Purchasers, such Holder, such Participating Broker-Dealer or any
underwriter with respect to such Initial Purchasers, Holder, Participating
Broker-Dealer or underwriter, as the case may be, expressly for use in the
Registration Statement (or any amendment or supplement thereto) or any
Prospectus (or any amendment or supplement thereto); provided, further, that the
foregoing indemnity with respect to a preliminary prospectus in any Shelf
Registration Statement shall not inure to the benefit of any person or entity
(or to the benefit of any person controlling such person or entity) from whom
the person asserting any such losses, claims, damages or liabilities purchased
Transfer Restricted Securities if (i) such untrue statement or omission or
alleged untrue statement or omission made in such preliminary prospectus was
eliminated or remedied in the final Prospectus (as amended or supplemented if
the Issuers shall have furnished any amendments or supplements thereto to such
Holder prior to confirmation for the sale of such Transfer Restricted Securities
to such person by such Holder) and (ii) a copy of the final Prospectus (as so
amended and supplemented) was not furnished to such person at or prior to the
written confirmation of the sale of such Transfer Restricted Securities to such
person, unless such failure to deliver was a result of non-compliance by the
Issuers with Section 3(c).
(b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Issuers, the Initial Purchasers and the other selling Holders
and each of their respective directors and each Person, if any, who controls any
of the Issuers, the Initial Purchasers, any underwriter or any other selling
Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, against any and all loss, liability, claim, damage and expense whatsoever
described in the indemnity contained in Section 4(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment or
supplement thereto) or any Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with
-23-
written information furnished to the Issuers by or on behalf of such selling
Holder with respect to such Holder expressly for use in the Registration
Statement (or any supplement thereto), or any such Prospectus (or any amendment
thereto); provided, however, that, in the case of the Shelf Registration
Statement, no such Holder shall be liable for any claims hereunder in excess of
the amount of net proceeds received by such Holder from the sale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement.
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 4(a) above, counsel to all the indemnified parties shall be
selected by the Initial Purchasers, and, in the case of parties indemnified
pursuant to Section 4(b) above, counsel to all the indemnified parties shall be
selected by the Issuers. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution is or could be sought under
this Section 4 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes a
full and unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel, then such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 4(a)(ii) effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not
-24-
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.
(e) (i) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Issuers and the Holders,
as applicable, shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Issuers and the Holders; provided, however, that no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person that was
not guilty of such fraudulent misrepresentation. As between the Issuers and the
Holders, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect the relative
fault of the Issuers, on the one hand, and the Holders of Transfer Restricted
Securities, the Participating Broker-Dealer or Initial Purchasers, as the case
may be, on the other hand, in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.
(ii) The relative fault of the Issuers, on the one hand,
and the Holders of Transfer Restricted Securities, the Participating
Broker-Dealer or the Initial Purchasers, as the case may be, on the
other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuers, or by the Holder of Transfer
Restricted Securities, the Participating Broker-Dealer or the Initial
Purchasers, as the case may be, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission.
(iii) Notwithstanding the provisions of this Section 4, no
Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities sold by it
under the Shelf Registration Statement exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged
omission.
(iv) The Issuers and the Holders of the Transfer Restricted
Securities and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
above in this Section 4.
-25-
(v) For purposes of this Section 4, each affiliate of any
Person, if any, who controls a Holder of Transfer Restricted
Securities, the Initial Purchasers or a Participating Broker-Dealer
within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as such
other Person, and each director of the Issuers (including any person
who, with his consent, is named in any Registration Statement as about
to become a director of the Issuers) each affiliate of the Issuers,
each executive officer of the Issuers who signed the Registration
Statement, and each Person, if any, who controls the Issuers within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Issuers.
5. Participation in Underwritten Registrations. No Holder may
participate in any underwritten registration hereunder unless such Holder (i)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. The Issuers shall be under no obligation to
compensate any Holder for lost income, interest or other opportunity foregone,
or other liability incurred, as a result of the Issuers' decision to exclude
such Holder from any underwritten registration if such Holder has not complied
with the provisions of this Section 5 in all material respects.
6. Selection of Underwriters. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell the securities covered by such Shelf Registration in an underwritten
offering. In any such underwritten offering, the managing underwriter or
underwriters and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that such underwriters and managers must be reasonably
satisfactory to the Company.
7. Miscellaneous.
-------------
(a) Reporting Requirement. So long as any of the Transfer Restricted
Securities are outstanding, the Issuers will comply with the provisions of
Section 2.6 of the Indenture.
(b) No Inconsistent Agreements. The rights granted to the Holders
hereunder do not, and will not for the term of this Agreement in any way
conflict with and are not, and will not during the term of this Agreement be
inconsistent with the rights granted to the holders of the Issuers' other issued
and outstanding securities under any other agreements entered into by the
Issuers.
-26-
(c) Amendments and Waivers. The provisions of this Agreement, including
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
otherwise than with the prior written consent of the Issuers and the Majority
Holders affected by such amendment, modification, supplementation or waiver;
provided, however, that no amendment, modification, or supplement or waiver or
consent to the departure with respect to the provisions of Section 4 hereof
shall be effective as against any Holder of Transfer Restricted Securities or
the Issuers unless consented to in writing by such Holder of Transfer Restricted
Securities or the Issuers, as the case may be.
(d) Notices. (i) All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile, or any courier guaranteeing overnight delivery (A)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
7(d), which address initially is, with respect to the Initial Purchasers, the
address set forth in the Purchase Agreement; and (B) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 7(d).
(ii) All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally
delivered; three Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt is confirmed, if sent by
facsimile; and on the next Business Day, if timely delivered to an air
courier guaranteeing overnight delivery.
(iii) Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the
same to the Trustee, at the address specified in the Indenture.
(e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of the Company
and the Initial Purchasers, including, without limitation and without the need
for an express assignment, subsequent Holders. If any transferee of any Holder
shall acquire Transfer Restricted Securities, in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Transfer Restricted Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.
(f) Third Party Beneficiary. Each Holder shall be a third party
beneficiary of the agreements made hereunder between the Issuers, on the one
hand, and the Initial Purchas-
-27-
ers, on the other hand, and shall have the right to enforce such agreements
directly to the extent it deems such enforcement necessary or advisable to
protect its rights or the rights of Holders hereunder.
(g) Counterparts. This Agreement may be executed in any number of
counterparts and by the 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.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS. All specified times of day refer to
New York City time.
(j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(k) Securities Held by any of the Issuers or Any of Their Respective
Affiliates. Whenever the consent or approval of Holders of a specified
percentage of Transfer Restricted Securities is required hereunder, Transfer
Restricted Securities held by the Issuers or any of their affiliates (as such
term is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.
(l) Guarantors. So long as any Transfer Restricted Securities remain
outstanding, the Company shall cause each of its subsidiaries that becomes a
guarantor of the Securities under the Indenture to execute and deliver a
counterpart to this Agreement which subjects all such subsidiaries to the
provision of this Agreement as the Guarantors. Each of the Guarantors agree to
join the Company in all of its undertakings hereunder to effect the Exchange
Offer for the Exchange Securities (which will be guaranteed by each of the
Guarantors with terms identical to such Guarantors' guaranty of the Securities)
and the filing of any Shelf Registration Statement required hereunder.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
TRIAD HOSPITALS, INC.
By: /s/ DONALD P. FAY
-------------------------------------
Name: Donald P. Fay
Title: Executive Vice President
ALICE HOSPITAL, LLC
By: APS MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ALICE SURGEONS, LLC
By: APS MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
AMARILLO SURGICARE I, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
APS MEDICAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ARIZONA ASC MANAGEMENT, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ARIZONA DH, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ARIZONA MEDCO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BEAUCO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BEAUMONT MEDICAL CENTER, L.P.
By: GENERAL PARTNER:
BEAUMONT REGIONAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BEAUMONT REGIONAL, LLC
By: BEAUCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BRAZOS MEDCO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BRAZOS VALLEY OF TEXAS, L.P.
By: GENERAL PARTNER:
BRAZOS VALLEY SURGICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BRAZOS VALLEY SURGICAL CENTER, LLC
By: BRAZOS MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BROWNWOOD HOSPITAL, L.P.
By: GENERAL PARTNER:
BROWNWOOD MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BROWNWOOD MEDICAL CENTER, LLC
By: SOUTHERN TEXAS MEDICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BVSC, LLC
By: BRAZOS MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CARLSBAD MEDICAL CENTER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CLAREMORE PHYSICIANS, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CLAREMORE REGIONAL HOSPITAL, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CLINICO, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
COLLEGE STATION HOSPITAL, L.P.
By: GENERAL PARTNER:
COLLEGE STATION MEDICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
COLLEGE STATION MEDICAL CENTER, LLC
By: COLLEGE STATION MERGER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
COLLEGE STATION MERGER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CORONADO HOSPITAL, LLC
By: CORONADO MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CORONADO MEDICAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CRESTWOOD HEALTHCARE, L.P.
By: GENERAL PARTNER:
CRESTWOOD HOSPITAL &
NURSING HOME, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CRESTWOOD HOSPITAL & NURSING
HOME, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CRESTWOOD HOSPITAL HOLDINGS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CSDS, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CSMC, LLC
By: COLLEGE STATION MERGER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DALLAS PHY SERVICE, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DALLAS PHYSICIAN PRACTICE, L.P.
By: GENERAL PARTNER:
DFW PHYSERV, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DAY SURGERY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DETAR HOSPITAL, LLC
By: VHC MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DFW PHYSERV, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DOCTORS MEDICAL CENTER, LLC
By: MID-PLAINS, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DOCTORS OF LAREDO, LLC
By: MID-PLAINS, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
DOUGLAS MEDICAL CENTER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
E.D. CLINICS, LLC
By: ARIZONA MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
EL DORADO MEDICAL CENTER, LLC
By: ARIZONA MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
EYE INSTITUTE OF SOUTHERN
ARIZONA, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GCMC, LLC
By: WHARTON MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GH TEXAS, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GHC HOSPITAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GHC HUNTINGTON BEACH, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GRB REAL ESTATE, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GREENBRIER VMC, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GULF COAST HOSPITAL, L.P.
By: GENERAL PARTNER:
GULF COAST MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GULF COAST MEDICAL CENTER, LLC
By: WHARTON MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HDP DEQUEEN, LLC
By: TRIAD HOLDINGS II, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HDP WOODLAND HEIGHTS, L.P.
By: GENERAL PARTNER:
HDP WOODLAND PROPERTY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HDP WOODLAND PROPERTY, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HDPWH, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HEALDSBURG OF CALIFORNIA, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HIH, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HOBBS MEDCO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HOBBS PHYSICIAN PRACTICE, LLC
By: HOBBS MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HOSPITAL OF BEAUMONT, LLC
By: BEAUCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HUNTINGTON BEACH AMDECO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
IRHC, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
KENSINGCARE, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LAKE AREA PHYSICIAN SERVICES, LLC
By: WOMEN & CHILDREN'S HOSPITAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LAREDO HOSPITAL, L.P.
By: GENERAL PARTNER:
DOCTORS OF LAREDO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LAS CRUCES MEDICAL CENTER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LEA REGIONAL HOSPITAL, LLC
By: HOBBS MEDCO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LONGVIEW MEDICAL CENTER, L.P.
By: GENERAL PARTNER:
REGIONAL HOSPITAL OF
LONGVIEW, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LONGVIEW MERGER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LRH, LLC
By: LONGVIEW MERGER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
LS PSYCHIATRIC, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MCI PANHANDLE SURGICAL, L.P.
By: GENERAL PARTNER:
PANHANDLE PROPERTY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL CENTER AT TERRELL, LLC
By: TRIAD-MEDICAL CENTER AT
TERRELL SUBSIDIARY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL CENTER OF BROWNWOOD, LLC
By: SOUTHERN TEXAS MEDICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL HOLDINGS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL MANAGEMENT, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL PARK HOSPITAL, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEDICAL PARK MSO, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MEMORIAL HOSPITAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MID-PLAINS, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MISSION BAY MEMORIAL HOSPITAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
MISSOURI HEALTHSERV, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NAVARRO HOSPITAL, L.P.
By: GENERAL PARTNER:
NAVARRO REGIONAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NAVARRO REGIONAL, LLC
By: TRIAD-NAVARRO REGIONAL
HOSPITAL SUBSIDIARY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NORTHWEST HOSPITAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NORTHWEST RANCHO VISTOSO IMAGING
SERVICES, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NRH, LLC
By: TRIAD-NAVARRO REGIONAL
HOSPITAL SUBSIDIARY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
OREGON HEALTHCORP, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
OPRMC, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PACIFIC EAST DIVISION OFFICE, L.P.
By: GENERAL PARTNER:
TRIAD TEXAS, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PACIFIC GROUP ASC DIVISION, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PACIFIC PHYSICIANS SERVICE, LLC
By: SPROCKET MEDICAL
MANAGEMENT, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PACIFIC WEST DIVISION OFFICE, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PALM DRIVE HOSPITAL, L.P.
By: GENERAL PARTNER:
PALM DRIVE MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PALM DRIVE MEDICAL CENTER, LLC
By: SEBASTOPOL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PAMPA HOSPITAL, L.P.
By: GENERAL PARTNER:
PAMPA MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PAMPA MEDICAL CENTER, LLC
By: CORONADO MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PANHANDLE MEDICAL CENTER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PANHANDLE PROPERTY, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PANHANDLE SURGICAL HOSPITAL, L.P.
By: GENERAL PARTNER:
PANHANDLE MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PANHANDLE, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PDMC, LLC
By: SEBASTOPOL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PECOS VALLEY OF NEW MEXICO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PHOENIX AMDECO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PHOENIX SURGICAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PHYSICIANS AND SURGEONS
HOSPITAL OF ALICE, L.P.
By: GENERAL PARTNER:
ALICE HOSPITAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PHYS-MED, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PINEY WOODS HEALTHCARE
SYSTEM, L.P.
By: GENERAL PARTNER:
WOODLAND HEIGHTS
MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PRIMARY MEDICAL, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PSYCHIATRIC SERVICES OF
PARADISE VALLEY, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
REGIONAL HOSPITAL OF LONGVIEW, LLC
By: LONGVIEW MERGER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SACMC, LLC
By: SAN ANGELO MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN ANGELO COMMUNITY
MEDICAL CENTER, LLC
By: SAN ANGELO MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN ANGELO HOSPITAL, L.P.
By: GENERAL PARTNER:
SAN ANGELO COMMUNITY
MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN ANGELO MEDICAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN DIEGO HOSPITAL, L.P.
By: GENERAL PARTNER:
MISSION BAY MEMORIAL
HOSPITAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN LEANDRO HOSPITAL, L.P.
By: GENERAL PARTNER:
SAN LEANDRO MEDICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN LEANDRO MEDICAL CENTER, LLC
By: SAN LEANDRO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SAN LEANDRO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SDH, LLC
By: SILSBEE TEXAS, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SEBASTOPOL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SILSBEE DOCTORS HOSPITAL, L.P.
By: GENERAL PARTNER:
SILSBEE MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SILSBEE TEXAS, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SLH, LLC
By: SAN LEANDRO, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTH ALABAMA MANAGED CARE
CONTRACTING, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTH ALABAMA MEDICAL
MANAGEMENT SERVICES, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTH ALABAMA PHYSICIAN
SERVICES, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTH ARKANSAS CLINIC, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTHCREST, L.L.C.
By: TRIAD-SOUTH TULSA HOSPITAL
COMPANY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOUTHERN TEXAS MEDICAL CENTER, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SPROCKET MEDICAL MANAGEMENT, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICAL CENTER OF AMARILLO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICARE OF INDEPENDENCE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICARE OF SAN LEANDRO, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICARE OF SOUTHEAST TEXAS I, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICARE OF VICTORIA, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICARE OUTPATIENT CENTER OF
LAKE CHARLES, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICENTER OF JOHNSON COUNTY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SURGICENTERS OF AMERICA, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TERRELL HOSPITAL, L.P.
By: GENERAL PARTNER:
TERRELL MEDICAL CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TERRELL MEDICAL CENTER, LLC
By: TRIAD-MEDICAL CENTER AT
TERRELL SUBSIDIARY, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD CORPORATE SERVICES,
LIMITED PARTNERSHIP
By: GENERAL PARTNER:
TRIAD CSGP, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD CSGP, LLC
By: TRIAD HOLDINGS II, LLC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD CSLP, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD DEQUEEN REGIONAL MEDICAL
CENTER, LLC
By: DEQUEEN REGIONAL I, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD EL DORADO, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD HEALTHCARE SYSTEM OF
PHOENIX, LIMITED PARTNERSHIP
By: GENERAL PARTNER:
TRIAD OF PHOENIX, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD HOLDINGS II, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD OF ARIZONA (L.P.), INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD OF PHOENIX, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD RC, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD TEXAS, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-ARIZONA I, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-DENTON HOSPITAL GP, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-DENTON HOSPITAL, L.P.
By: TRIAD-DENTON HOSPITAL GP, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-MEDICAL CENTER AT
TERRELL SUBSIDIARY, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-NAVARRO REGIONAL
HOSPITAL SUBSIDIARY, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRIAD-SOUTH TULSA HOSPITAL
COMPANY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TROSCO, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
TRUFOR PHARMACY, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VFARC, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VHC HOLDINGS, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VHC MEDICAL, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VICTORIA HOSPITAL, LLC
By: VHC MEDICAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VICTORIA OF TEXAS, L.P.
By: GENERAL PARTNER:
DETAR HOSPITAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
VMF MEDICAL, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WAGONER COMMUNITY HOSPITAL, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WAMC, LLC
By: WEST ANAHEIM, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WEST ANAHEIM HOSPITAL, L.P.
By: GENERAL PARTNER:
WEST ANAHEIM MEDICAL
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WEST ANAHEIM MEDICAL CENTER, LLC
By: WEST ANAHEIM, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WEST ANAHEIM, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WEST VIRGINIA MS, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WHARTON MEDCO, LLC
By: TRIAD HOSPITALS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WHMC, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WILLAMETTE VALLEY CLINICS, LLC
By: OREGON HEALTHCORP, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WILLAMETTE VALLEY MEDICAL
CENTER, LLC
By: OREGON HEALTHCORP, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WM MEDICAL, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WOMEN & CHILDREN'S HOSPITAL, LLC
By: TRIAD HOLDINGS II, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WOODLAND HEIGHTS MEDICAL
CENTER, LLC
By: TRIAD HOLDINGS III, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
AMERICAN HEALTH FACILITIES
DEVELOPMENT, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
BLUFFTON HEALTH SYSTEM LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CAROLINAS MEDICAL ALLIANCE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
CLINTON COUNTY HEALTH SYSTEM LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
FRANKFORT HEALTH PARTNER, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
GADSDEN REGIONAL PRIMARY CARE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
HATTIESBURG AMBULATORY SURGERY
CENTER, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
IOM HEALTH SYSTEM, L.P.
By: OHG of Indiana, Inc.,
its general partner
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NC-CSH, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NC-DSH, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
NC-SCHI, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
PROCURE SOLUTIONS, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG GEORGIA HOLDINGS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG GEORGIA, LP
By: QHG Georgia Holdings, Inc.,
its general partner
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF ALABAMA, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF BARBERTON, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF BATON ROUGE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF BLUFFTON, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF CLINTON COUNTY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG of Enterprise, Inc.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF FORREST COUNTY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF FORT WAYNE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF GADSDEN, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF HATTIESBURG, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF INDIANA, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF JACKSONVILLE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF LAKE CITY, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF MASSILLON, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF OHIO, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF SOUTH CAROLINA, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF SPARTANBURG, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF SPRINGDALE, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF TEXAS, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHG OF WARSAW, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QHR INTERNATIONAL, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM ELF, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM HEALTH GROUP OF VICKSBURG, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM HEALTH GROUP, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM HEALTH RESOURCES, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM HEALTH SERVICES, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
QUORUM, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
REHAB HOSPITAL OF FORT WAYNE GENERAL
PARTNERSHIP
By: QHG of Fort Wayne, Inc.,
its managing partner
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
SOFTWARE SALES CORP.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ST. JOSEPH HEALTH SYSTEM LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
ST. JOSEPH MEDICAL GROUP, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
THE INTENSIVE RESOURCE GROUP, LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
THE VICKSBURG CLINIC LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WARSAW HEALTH SYSTEM LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WESLEY HEALTH SYSTEM LLC
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
WESLEY HEALTHTRUST, INC.
By: /s/ BURKE WHITMAN
-------------------------------------
Name: Burke Whitman
Title: Treasurer
Confirmed and accepted as of the date first written above:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
UBS WARBURG LLC
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED.
By: /s/ SARANG R. GADKARI
------------------------------------------
Name: Sarang R. Gadkari
Title: Vice President
SCHEDULE A
GUARANTORS:
================================================================================
Alice Hospital, LLC
Alice Surgeons, LLC
Amarillo Surgicare I, LLC
APS Medical, LLC
Arizona ASC Management, Inc.
Arizona DH, LLC
Arizona Medco, LLC
Beauco, LLC
Beaumont Medical Center, L.P. (Delaware) (d/b/a (TX) Beaumont Center, L.P.)
Beaumont Regional, LLC
Brazos Medco, LLC
Brazos Valley of Texas, L.P.
Brazos Valley Surgical Center, LLC
Brownwood Hospital, L.P.
Brownwood Medical Center, LLC
BVSC, LLC
Carlsbad Medical Center, LLC
Claremore Physicians, LLC
Claremore Regional Hospital, LLC
Clinico, LLC
College Station Hospital, L.P.
College Station Medical Center, LLC
College Station Merger, LLC
Coronado Hospital, LLC
Coronado Medical, LLC
Crestwood Healthcare, L.P.
Crestwood Hospital & Nursing Home, Inc.
Crestwood Hospital Holdings, Inc.
CSDS, LLC
CSMC, LLC
Dallas PHY Service, LLC
Dallas Physician Practice, L.P. (d/b/a (TX) Dallas Practice, L.P.)
Day Surgery, Inc.
Detar Hospital, LLC
DFW Physerv, LLC
Doctors Medical Center, LLC
Doctors of Laredo, LLC (d/b/a (TX) Laredo Doctors, LLC)
Douglas Medical Center, LLC
E.D. Clinics, LLC
El Dorado Medical Center, LLC
Eye Institute of Southern Arizona, LLC
GCMC, LLC
GH Texas, LLC
GHC Hospitals, LLC (f/k/a Galen Hospital, LLC)
GHC Huntington Beach, LLC (d/b/a (CA) Galen Huntington Beach, LLC)
GRB Real Estate, LLC
Greenbrier VMC, LLC
Gulf Coast Hospital, L.P.
Gulf Coast Medical Center, LLC (d/b/a (TX) GC Medical Center, LLC)
HDP DeQueen, LLC
HDP Woodland Heights, L.P.
HDP Woodland Property, LLC
HDPWH, LLC
Healdsburg of California, LLC
HIH, LLC Hobbs Medco, LLC
Hobbs Physician Practice, LLC
Hospital of Beaumont, LLC
Huntington Beach Amdeco, LLC
Independence Regional Health Center, LLC
Kensingcare, LLC
Lake Area Physician Services, LLC
Laredo Hospital, L.P.
Las Cruces Medical Center, LLC
Lea Regional Hospital, LLC
Longview Medical Center, L.P.
Longview Merger, LLC
LRH, LLC
LS Psychiatric LLC
MCI Panhandle Surgical, L.P.
Medical Center at Terrell, LLC
Medical Center of Brownwood, LLC
Medical Holdings, Inc.
Medical Management, Inc.
Medical Park Hospital, LLC
Medical Park MSO, LLC
Memorial Hospital, LLC
Mid-Plains, LLC
Mission Bay Memorial Hospital, LLC
Missouri HealthServ, LLC
Navarro Hospital, L.P.
Navarro Regional, LLC (d/b/a (TX) NavReg, LLC)
Northwest Hospital, LLC
NRH, LLC
Odessa, LLC
Oregon Healthcorp, LLC
Overland Park Regional Medical Center, LLC
Pacific East Division Office, L.P.
Pacific Group ASC Division, Inc.
Pacific Physicians Service, LLC (d/b/a (AZ) West Coast Services, LLC;
(TX) Pacific Services, LLC)
Pacific West Division Office, LLC
Palm Drive Hospital, L.P.
Palm Drive Medical Center, LLC
Pampa Hospital, L.P.
Pampa Medical Center, LLC (d/b/a (TX) Pam-Med, LLC)
Panhandle Medical Center, LLC
Panhandle Property, LLC (d/b/a (TX) Panhandle Propco, LLC
Panhandle Surgical Hospital, LP
Panhandle, LLC
PDMC, LLC
Pecos Valley of New Mexico, LLC
Phoenix Amdeco, LLC
Phoenix Surgical, LLC
Physicians and Surgeons Hospital of Alice, L.P.
Phys-Med, LLC
Piney Woods Healthcare System, L.P.
Primary Medical, LLC
Psychiatric Services of Paradise Valley, LLC
Regional Hospital of Longview, LLC
SACMC, LLC
San Angelo Community Medical Center, LLC (d/b/a (TX) San Angelo MC, LLC)
San Angelo Hospital, L.P.
San Angelo Medical, LLC
San Diego Hospital, L.P.
San Leandro Hospital, L.P.
San Leandro Medical Center, LLC
San Leandro, LLC
SDH, LLC
Sebastopol, LLC
Silsbee Doctors Hospital, L.P.
Silsbee Texas, LLC
SLH, LLC
South Alabama Managed Care Contracting, Inc.
South Alabama Medical Management Services, Inc.
South Alabama Physicians Service, Inc.
South Arkansas Clinic, LLC
SouthCrest, L.L.C.
SouthCrest Surgery Center, L.P.
Southern Texas Medical Center, LLC
Sprocket Medical Management, Inc.
Surgical Center of Amarillo, LLC
Surgicare of Independence, Inc.
Surgicare of San Leandro, Inc.
Surgicare of Southeast Texas I, LLC
Surgicare of Victoria, Inc.
Surgicare Outpatient Center of Lake Charles, Inc.
Surgicenter of Johnson County, Inc.
Surgicenters of America, Inc.
Terrell Hospital, L.P.
Terrell Medical Center, LLC
Triad Corporate Services, Limited Partnership
Triad CSGP, LLC
Triad CSLP, LLC
Triad DeQueen Regional Medical Center, LLC
Triad Healthcare System of Phoenix, Limited Partnership
Triad Holdings II, LLC
Triad Holdings III, Inc.
Triad of Arizona (L.P.), Inc. (f/k/a Galen of Arizona)
Triad of Phoenix, Inc.
Triad RC, Inc.
Triad Texas, LLC (f/k/a Galen Texas, LLC)
Triad-Arizona, Inc.
Triad-El Dorado, Inc.
Triad-Denton Hospital GP, LLC
Triad-Denton Hospital, L.P.
Triad-Medical Center at Terrell Subsidiary, LLC
Triad-Navarro Regional Hospital Subsidiary, LLC
Triad-South Tulsa Hospital Company, Inc.
TROSCO, LLC
Trufor Pharmacy, LLC
VFARC, LLC
VHC Holdings, LLC
VHC Medical, LLC
Victoria Hospital, LLC
Victoria of Texas, L.P.
VMF Medical, LLC
Wagoner Community Hospital, LLC (d/b/a (OK) Wagoner Hospital, LLC)
WAMC, LLC
West Anaheim Hospital, L.P.
West Anaheim Medical Center, LLC
West Anaheim, LLC
West Virginia MS, LLC
Wharton Medco, LLC
WHMC, LLC (Delaware)
Willamette Valley Clinics, LLC
Willamette Valley Medical Center, LLC
WM Medical, LLC
Women & Children's Hospital, LLC (d/b/a (LA) Women & Children's
Hospital of Delaware, LLC)
Woodland Heights Medical Center, LLC