EXHIBIT 10.2
EXECUTION COPY
AMENDMENT No. 1, dated as of July 10, 2001 ("Amendment"), to the
Credit Agreement dated as of May 11, 1999 (as amended and restated as of April
27, 2001, the "Credit Agreement"), by and among TRIAD HOSPITALS, INC., a
Delaware corporation (the "Borrower"), the Lenders party thereto, MERRILL LYNCH
& CO., as Syndication Agent (the "Syndication Agent"), BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"), MERRILL LYNCH & CO. and BANC
OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Co-Book-Runners and THE
CHASE MANHATTAN BANK and CITICORP USA, INC. as Co-Documentation Agents
(together, with the Syndication and Administrative Agents, the "Agents").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
WHEREAS, the Borrower owns certain unimproved real properties (the
"Real Property") encumbered by mortgages (such holder thereof, the "Real
Property Mortgagee");
WHEREAS, the Borrower (the "Ground Lessor") from time to time leases
such Real Property to third parties (the "Development Lessee") that may improve
such Real Property by constructing buildings, including but not limited to
medical office buildings (the "Development");
WHEREAS, such Development Lessees from time to time require financing
in connection with the Development of the Real Property (the "Development
Financing");
WHEREAS, the conditions to such Development Financing may require the
respective Real Property Mortgagee to deliver subordination and non-disturbance
agreements to the Ground Lessor, the Development Lessee and/or the Development
Financing lender(s);
WHEREAS, the consent of the Required Lenders is necessary to effect
this Amendment;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - AMENDMENT TO CREDIT AGREEMENT.
----------- -----------------------------
(a) The definition of "Permitted Liens" is hereby amended by deleting
clause (x) therein in its entirety and substituting the follow clause in lieu
thereof:
"(x) leases or subleases granted to others not interfering in any
material respect with the business of any member of the Consolidated Group,
including without limitation, leases of unimproved real property encumbered by a
Mortgage on which real property
-2-
the lessee may make improvements (and upon the request of the Borrower, the
Administrative Agent shall (or shall direct the mortgagee of the applicable
Mortgage to), on behalf of the Lenders, execute and deliver to the Borrower (and
the applicable lessee and any lender to such lessee in connection with any
leasehold financing) a subordination and non-disturbance agreement (or similar
agreement) in form and substance reasonably satisfactory to the Administrative
Agent);"
SECTION TWO - EFFECTIVENESS.
----------- -------------
This Amendment shall become effective only upon satisfaction of the
following conditions precedent:
(a) The Administrative Agent shall have received duly executed
counterparts of this Amendment which, when taken together, bear the authorized
signatures of the Borrower, each of the Guarantors and the Required Lenders.
(b) All corporate and other proceedings taken or to be taken in
connection with this Amendment and all documents incidental thereto, whether or
not referred to herein, shall be satisfactory in form and substance to each of
the Required Lenders and their counsel.
(c) All attorneys' fees and expenses incurred in connection with this
transaction have been paid in full in cash.
SECTION THREE - REPRESENTATIONS AND WARRANTIES
------------- ------------------------------
In order to induce the Lenders to enter into this Amendment, the
Borrower and each Guarantor represent and warrant to the Administrative Agent
and each of the Lenders that after giving effect to this Amendment, (i) no
Default or Event of Default has occurred and is continuing; and (ii) all of the
representations and warranties in the Credit Agreement, after giving effect to
this Amendment, are true, correct and accurate in all material respects on and
as of the date hereof as if made on the date hereof, except to the extent that
changes in the facts and conditions on which such representations and warranties
are based are required or permitted under the Credit Agreement. The Borrower
and each Guarantor further represent and warrant (which representations and
warranties shall survive the execution and delivery hereof) to the
Administrative Agent and each Lender that:
(a) The Borrower and each Guarantor have the corporate power and
authority to execute, deliver and perform this Amendment and have taken all
corporate actions necessary to authorize the execution, delivery and
performance of this Amendment; and
-3-
(b) This Amendment has been duly executed and delivered on behalf of
the Borrower and each Guarantor by a duly authorized officer or attorney-
in-fact of the Borrower and each Guarantor, respectively.
SECTION FOUR - MISCELLANEOUS.
------------ -------------
(a) Except as herein expressly amended, the Credit Agreement and all
other agreements, documents, instruments and certificates executed in
connection therewith, except as otherwise provided herein, are ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.
(b) This Amendment may be executed by the parties hereto in one or
more counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(d) This Amendment shall not constitute a consent or waiver to or
modification of any other provision, term or condition of the Credit Agreement
or any other Credit Document. All terms, provisions, covenants,
representations, warranties, agreements and conditions contained in the Credit
Agreement, as amended hereby, and the other Credit Documents shall remain in
full force and effect.
[Signature Pages Follow]
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TRIAD HOSPITALS, INC.,
as Borrower
By: /s/ Donald Fay
----------------------------------------------
Name: Donald Fay
Title: Executive Vice President and
General Counsel
S-2
ACKNOWLEDGED AND ACCEPTED BY:
- ----------------------------
GUARANTOR: ARIZONA ASC MANAGEMENT, INC.
CRESTWOOD HOSPITAL & NURSING HOME, INC.
CRESTWOOD HOSPITAL HOLDINGS, INC.
DAY SURGERY, INC.
MEDICAL HOLDINGS, INC.
MEDICAL MANAGEMENT, INC.
PACIFIC GROUP ASC DIVISION, INC.
SOUTH ALABAMA MANAGED CARE CONTRACTING, INC.
SOUTH ALABAMA MEDICAL MANAGEMENT SERVICES, INC.
SOUTH ALABAMA PHYSICIAN SERVICES, INC.
SPROCKET MEDICAL MANAGEMENT, INC.
SURGICARE OF INDEPENDENCE, INC.
SURGICARE OF SAN LEANDRO, INC.
SURGICARE OF VICTORIA, INC.
SURGICARE OUTPATIENT CENTER OF LAKE CHARLES, INC.
SURGICENTER OF JOHNSON COUNTY, INC.
SURGICENTERS OF AMERICA, INC.
TRIAD EL DORADO, INC.
TRIAD HOLDINGS III, INC.
TRIAD OF ARIZONA (L.P.), INC.
TRIAD OF PHOENIX, INC.
TRIAD RC, INC.
TRIAD-ARIZONA I, INC.
TRIAD-SOUTH TULSA HOSPITAL COMPANY, INC.
By: /s/ Donald Fay
----------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-3
GUARANTOR: CAROLINAS MEDICAL ALLIANCE, INC.
FRANKFORT HEALTH PARTNER, INC.
GADSDEN REGIONAL PRIMARY CARE, INC.
NC-CSH, INC.
NC-DSH, INC.
NC-SCHI, INC.
QHG GEORGIA HOLDINGS, INC.
QHG OF ALABAMA, INC.
QHG OF BARBERTON, INC.
QHG OF BATON ROUGE, INC.
QHG OF BLUFFTON, INC.
QHG OF CLINTON COUNTY, INC.
QHG OF ENTERPRISE, INC.
QHG OF FORREST COUNTY, INC.
QHG OF FORT WAYNE, INC.
QHG OF GADSDEN, INC.
QHG OF HATTIESBURG, INC.
QHG OF INDIANA, INC.
QHG OF JACKSONVILLE, INC.
QHG OF LAKE CITY, INC.
QHG OF MASSILLON, INC.
QHG OF OHIO, INC.
QHG OF SOUTH CAROLINA, INC.
QHG OF SPARTANBURG, INC.
QHG OF SPRINGDALE, INC.
QHG OF TEXAS, INC.
QHG OF WARSAW, INC.
QUORUM HEALTH GROUP OF VICKSBURG, INC.
SOFTWARE SALES CORP.
ST. JOSEPH MEDICAL GROUP, INC.
WESLEY HEALTHTRUST, INC.
By: /s/ Donald Fay
----------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-4
GUARANTOR: ALICE HOSPITAL, LLC
ALICE SURGEONS, LLC
By: APS Medical, LLC, its Sole Member
By: /s/ Donald Fay
-----------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-5
GUARANTOR: E.D. CLINICS, LLC
EL DORADO MEDICAL CENTER, LLC
By: Arizona Medco, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-6
GUARANTOR: BEAUMONT REGIONAL, LLC
HOSPITAL OF BEAUMONT, LLC
By: Beauco, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-7
GUARANTOR: BRAZOS VALLEY SURGICAL CENTER, LLC
BVSC, LLC
By: Brazos Medco, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-8
GUARANTOR: COLLEGE STATION MEDICAL CENTER, LLC
CSMC, LLC
By: College Station Merger, LLC, its Sole
Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-9
GUARANTOR: CORONADO HOSPITAL, LLC
PAMPA MEDICAL CENTER, LLC
By: Coronado Medical, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-10
GUARANTOR: TRIAD DEQUEEN REGIONAL MEDICAL CENTER, LLC
By: DeQueen Regional I, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-11
GUARANTOR: HOBBS PHYSICIAN PRACTICE, LLC
LEA REGIONAL HOSPITAL, LLC
By: Hobbs Medco, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-12
GUARANTOR: LRH, LLC
REGIONAL HOSPITAL OF LONGVIEW, LLC
By: Longview Merger, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-13
GUARANTOR: DOCTORS MEDICAL CENTER, LLC
DOCTORS OF LAREDO, LLC
By: Mid-Plains, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-14
GUARANTOR: WILLIAMETTE VALLEY CLINICS, LLC
WILLIAMETTE VALLEY MEDICAL CENTER, LLC
By: Oregon Healthcorp, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-15
GUARANTOR: BLUFFTON HEALTH SYSTEM LLC
By: QHG of Bluffton, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
By: Frankfort Health Partner, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-16
GUARANTOR: ST. JOSEPH HEALTH SYSTEM LLC
By: QHG of Fort Wayne, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
By: Frankfort Health Partner, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-17
GUARANTOR: WESLEY HEALTH SYSTEM LLC
By: QHG of Hattiesburg, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
By: QHG of Forrest County, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-18
GUARANTOR: WARSAW HEALTH SYSTEM LLC
By: QHG Warsaw, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
By: Frankfort Health Partner, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-19
GUARANTOR: SACMC, LLC
SAN ANGELO COMMUNITY MEDICAL CENTER, LLC
By: San Angelo Medical, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-20
GUARANTOR: SAN LEANDRO MEDICAL CENTER, LLC
SLH, LLC
By: San Leandro, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-21
GUARANTOR: PALM DRIVE MEDICAL CENTER, LLC
PDMC, LLC
By: Sebastopol, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-22
GUARANTOR: SDH, LLC
By: Silsbee Texas, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-23
GUARANTOR: BROWNWOOD MEDICAL CENTER, LLC
MEDICAL CENTER OF BROWNWOOD, LLC
By: Southern Texas Medical Center, LLC,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-24
GUARANTOR: PACIFIC PHYSICIANS SERVICE, LLC
By: Sprocket Medical Management, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-25
GUARANTOR: CLAREMORE PHYSICIANS, LLC
CLAREMORE REGIONAL HOSPITAL, LLC
CLINICO, LLC
HDP DEQUEEN, LLC
IRHC, LLC (F/K/A INDEPENDENCE REGIONAL HEALTH
CENTER, LLC)
KENSINGCARE, LLC
MEDICAL PARK HOSPITAL, LLC
MEDICAL PARK MSO, LLC
PHYS-MED, LLC
PRIMARY MEDICAL, LLC
SOUTH ARKANSAS CLINIC, LLC
TRIAD CSGP, LLC
TROSCO, LLC
TRUFOR PHARMACY, LLC
WAGONER COMMUNITY HOSPITAL, LLC
WOMEN & CHILDREN'S HOSPITAL, LLC
By: Triad Holdings II, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-26
GUARANTOR: AMARILLO SURGICARE I, LLC
ARIZONA DH, LLC
CSDS, LLC
GRB REAL ESTATE, LLC
GREENBRIER VMC, LLC
HIH, LLC
LS PSYCHIATRIC, LLC
MISSOURI HEALTHSERV, LLC
SURGICARE OF SOUTHEAST TEXAS I, LLC
TRIAD-DENTON HOSPITAL GP, LLC
VFARC, LLC
VHC HOLDINGS, LLC
VHC MEDICAL, LLC
VMF MEDICAL, LLC
WEST VIRGINIA MS, LLC
WHMC, LLC
WM MEDICAL, LLC
WOODLAND HEIGHTS MEDICAL CENTER, LLC
By: Triad Holdings III, Inc., its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-27
GUARANTOR: APS MEDICAL, LLC
ARIZONA MEDCO, LLC
BEAUCO, LLC
BRAZOS MEDCO, LLC
CARLSBAD MEDICAL CENTER, LLC
COLLEGE STATION MERGER, LLC
CORONADO MEDICAL, LLC
DALLAS PHY SERVICE, LLC
DFW PHYSERV, LLC
DOUGLAS MEDICAL CENTER, LLC
EYE INSTITUTE OF SOUTHERN ARIZONA, LLC
GH TEXAS, LLC
GHC HOSPITAL, LLC
GHC HUNTINGTON BEACH, LLC
HDP WOODLAND PROPERTY, LLC
HDPWH, LLC
HEALDSBURG OF CALIFORNIA, LLC
HOBBS MEDCO, LLC
HUNTINGTON BEACH AMDECO, LLC
LAS CRUCES MEDICAL CENTER, LLC
LONGVIEW MERGER, LLC
MEMORIAL HOSPITAL, LLC
MID-PLAINS, LLC
MISSION BAY MEMORIAL HOSPITAL, LLC
NORTHWEST HOSPITAL, LLC
NORTHWEST RANCHO VISTOSO IMAGING SERVICES, LLC
OPRMC, LLC (F/K/A OVERLAND PARK REGIONAL MEDICAL
CENTER, LLC)
OREGON HEALTHCORP, LLC
PACIFIC WEST DIVISION OFFICE, LLC
By: Triad Hospitals Holdings, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-28
PANHANDLE MEDICAL CENTER, LLC
PANHANDLE PROPERTY, LLC
PANHANDLE, LLC
PECOS VALLEY OF NEW MEXICO, LLC
PHOENIX AMDECO, LLC
PHOENIX SURGICAL, LLC
PSYCHIATRIC SERVICES OF PARADISE VALLEY, LLC
SAN ANGELO MEDICAL, LLC
SAN LEANDRO, LLC
SEBASTOPOL, LLC
SILSBEE TEXAS, LLC
SOUTHERN TEXAS MEDICAL CENTER, LLC
TRIAD CSLP, LLC
TRIAD HOLDINGS II, LLC
TRIAD TEXAS, LLC
TRIAD-MEDICAL CENTER AT TERRELL SUBSIDIARY, LLC
TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC
WEST ANAHEIM, LLC
WHARTON MEDCO, LLC
By: Triad Hospitals Holdings, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-29
GUARANTOR: MEDICAL CENTER AT TERRELL, LLC
TERRELL MEDICAL CENTER, LLC
By: Triad-Medical Center at Terrell Subsidiary,
LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-30
GUARANTOR: NAVARRO REGIONAL, LLC
NRH, LLC
By: Triad-Navarro Regional Hospital
Subsidiary, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-31
GUARANTOR: SOUTHCREST, L.L.C.
By: Triad-South Tulsa Hospital Company, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-32
GUARANTOR: DETAR HOSPITAL, LLC
VICTORIA HOSPITAL, LLC
By: VHC Medical, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-33
GUARANTOR: WAMC, LLC
WEST ANAHEIM MEDICAL CENTER, LLC
By: West Anaheim, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-34
GUARANTOR: GCMC, LLC
GULF COAST MEDICAL CENTER, LLC
By: Wharton Medco, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-35
GUARANTOR: LAKE AREA PHYSICIAN SERVICES, L.L.C.
By: Women & Children Hospital, LLC,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-36
GUARANTOR: AMERICAN HEALTH FACILITIES
DEVELOPMENT, LLC
QHR INTERNATIONAL, LLC
THE INTENSIVE RESOURCE GROUP, LLC
By: Quorum Health Resources, LLC,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-37
GUARANTOR: CLINTON COUNTY HEALTH SYSTEM LLC
By: QHG of Clinton County, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
By: Frankfort Health Partner, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-38
GUARANTOR: DEQUEEN REGIONAL I, LLC
NORTH ANAHEIM SURGICARE, LLC
By: Triad Holdings III, Inc., its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-39
GUARANTOR: HATTIESBURG AMBULATORY SURGERY CENTER, LLC
By: Wesley Health System LLC, its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
By: QHG of Forrest County, Inc., its Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-40
GUARANTOR: MEDICAL CENTER OF SHERMAN, LLC
SHERMAN MEDICAL CENTER, LLC
By: Triad-Medical Center of Sherman, LLC,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-41
GUARANTOR: PROCURE SOLUTIONS, LLC
By: Quorum Health Group, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-42
GUARANTOR: QUORUM HEALTH RESOURCES, LLC
By: Quorum Health Group, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-43
GUARANTOR: SILSBEE MEDICAL CENTER, LLC
By: Silsbee Texas, LLC, its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-44
GUARANTOR: SURGICAL CENTER OF AMARILLO, LLC
TRIAD-NAVARRO REGIONAL HOSPITAL
SUBSIDIARY, LLC
By: Triad Hospital Holdings, Inc.,
its Sole Member
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-45
IN WITNESS WHEREOF, each of the following parties hereto has caused a
counterpart of this Guaranty Agreement to be duly executed and delivered by
their duly authorized officers as of the date first above written.
GUARANTOR: PHYSICIANS AND SURGEONS HOSPITAL
OF ALICE, L.P.
By: Alice Hospital, LLC, its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-46
GUARANTOR: BEAUMONT MEDICAL CENTER, L.P.
By: Beaumont Regional, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-47
GUARANTOR: BRAZOS VALLEY OF TEXAS, L.P.
By: Brazos Valley Surgical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-48
GUARANTOR: BROWNWOOD HOSPITAL, L.P.
By: Brownwood Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-49
GUARANTOR: COLLEGE STATION HOSPITAL, L.P.
By: College Station Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-50
GUARANTOR: CRESTWOOD HEALTHCARE, L.P.
By: Crestwood Hospital & Nursing Home, Inc.,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-51
GUARANTOR: VICTORIA OF TEXAS, L.P.
By: DeTar Hospital, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-52
GUARANTOR: LAREDO HOSPITAL, L.P
By: Doctors of Laredo, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-53
GUARANTOR: DALLAS PHYSICIAN PRACTICE, L.P
By: DPW Physerv, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-54
GUARANTOR: GULF COAST HOSPITAL, L.P.
By: Gulf Coast Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-55
GUARANTOR: HDP WOODLAND HEIGHTS, L.P.
By: HDP Woodland Property, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-56
GUARANTOR: SAN DIEGO HOSPITAL, L.P.
By: Mission Bay Memorial Hospital, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-57
GUARANTOR: NAVARRO HOSPITAL, L.P.
By: Navarro Regional, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-58
GUARANTOR: PALM DRIVE HOSPITAL, L.P.
By: Palm Drive Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-59
GUARANTOR: PAMPA HOSPITAL, L.P.
By: Pampa Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-60
GUARANTOR: PANHANDLE SURGICAL HOSPITAL, L.P.
By: Panhandle Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-61
GUARANTOR: MCI PANHANDLE SURGICAL, L.P.
By: Panhandle Property, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-62
GUARANTOR: QHG GEORGIA, LP
By: QHG Georgia Holdings, Inc.,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-63
GUARANTOR: REHAB HOSPITAL OF FORT WAYNE
GENERAL PARTNERSHIP
By: QHG of Fort Wayne, Inc.,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-64
GUARANTOR: IOM HEALTH SYSTEM, L.P.
By: QHG of Indiana, Inc.,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-65
GUARANTOR: LONGVIEW MEDICAL CENTER, L.P.
By: Regional Hospital of Longview, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-66
GUARANTOR: SAN ANGELO HOSPITAL, L.P.
By: San Angelo Community Medical Center,
LLC, its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-67
GUARANTOR: SAN LEANDRO HOSPITAL, L.P.
By: San Leandro Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-68
GUARANTOR: SILSBEE DOCTORS HOSPITAL, L.P.
By: Silsbee Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-69
GUARANTOR: TERRELL HOSPITAL, L.P.
By: Terrell Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-70
GUARANTOR: TRIAD CORPORATE SERVICES, LIMITED
PARTNERSHIP
By: Triad CSGP, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-71
GUARANTOR: TRIAD HEALTHCARE SYSTEM OF
PHOENIX, LIMITED PARTNERSHIP
By: Triad of Phoenix, Inc.,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Secretary
S-72
GUARANTOR: PACIFIC EAST DIVISION OFFICE, L.P.
By: Triad Texas, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-73
GUARANTOR: TRIAD-DENTON HOSPITAL, L.P.
By: Triad-Denton Hospital GP, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-74
GUARANTOR: WEST ANAHEIM HOSPITAL, L.P.
By: West Anaheim Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-75
GUARANTOR: PINEY WOODS HEALTHCARE SYSTEM, L.P.
By: Woodland Heights Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-76
GUARANTOR: SHERMAN HOSPITAL, L.P.
By: Sherman Medical Center, LLC,
its General Partner
By: /s/ Donald Fay
------------------------------------------
Name: Donald P. Fay
Title: Executive Vice President and
Manager
S-77
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Kevin Wagley
----------------------------------------------
Name: Kevin Wagley
Title: Principal
S-78
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc., As Sub-Managing Agent
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-79
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc., As Attorney in fact
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-80
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., As Sub-Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-81
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David P. Meyer
----------------------------------------------
Name: David P. Meyer
Title: Vice President
S-82
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David P. Meyer
----------------------------------------------
Name: David P. Meyer
Title: Vice President
S-83
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc., As Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-84
BANK OF AMERICA, N.A.,
individually in its capacity as a Lender
By: /s/ Kevin Wagley
----------------------------------------------
Name: Kevin Wagley
Title: Principal
S-85
SANKATY ADVISORS, INC., as Collateral Manager for
Brant Point CBO 1999-1, LTD., as Term Lender
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
S-86
KZH ING-1 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-87
KZH ING-2 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-88
KZH ING-3 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-89
KZH LANGDALE LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-90
KZH PONDVIEW LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-91
KZH RIVERSIDE LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-92
KZH SHOSHONE LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-93
KZH SOLEIL LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-94
KZH SOLEIL-2 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-95
KZH STERLING LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-96
KZH WATERSIDE LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
S-97
LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE
FUND
By: Stein Roe & Farnham Incorporated,
as Advisor
By: /s/ James R. Fellows
----------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio
Manager
S-98
MERRILL LYNCH CAPITAL CORPORATION, individually in
its capacity as a Lender
By: /s/ Carol J. E. Feeley
----------------------------------------------
Name: Carol J.E. Feeley
Title: Vice President
Merrill Lynch Capital Corp.
S-99
MUIRFIELD TRADING LLC
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
S-100
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P.,
as Sub-advisor
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Theresa McCarthy
----------------------------------------------
Name: Teresa McCarthy
Title: Vice President
MONUMENT CAPITAL LTD., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Theresa McCarthy
----------------------------------------------
Name: Teresa McCarthy
Title: Vice President
S-101
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P.,
as Collateral Manager
By: /s/ John W. Fraser
----------------------------------------------
Name: John W. Fraser
Title: Managing Director
S-102
NORTHWOODS CAPITAL III, LIMITED
By: Angelo, Gordon & Co., L.P.,
as Collateral Manager
By: /s/ John W. Fraser
----------------------------------------------
Name: John W. Fraser
Title: Managing Director
S-103
OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc., As Subadvisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-104
BANK OF OKLAHOMA, as Lender
By: /s/ Heather E. Williams
----------------------------------------------
Name: Heather E. Williams
Title: Commercial Lending Officer
S-105
OLYMPIC FUNDING TRUST SERIES 1999-1,
as Lender
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
S-106
OPPENHEIMER SENIOR FLOATING RATE FUND, as Lender
By: /s/ David Foxhoven
----------------------------------------------
Name: David Foxhoven
Title: A.V.P.
S-107
PINEHURST TRADING, INC., as Lender
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
S-108
RIVIERA FUNDING LLC, as Lender
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
S-109
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
S-110
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
S-111
SCOTIABANC INC., as Lender
By: /s/ D.C. Maloney
----------------------------------------------
Name: D.C. Maloney
Title: Director
S-112
SENECA CBO II, LP
By: /s/ Charles B. Dicke
----------------------------------------------
Name: Charles B. Dicke
Title: Partner
S-113
SEQUILS IV, LTD
By: TCW Advisors, Inc., as its Collateral
Manager
By: /s/ Mark L. Gold
----------------------------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan I. Berg
----------------------------------------------
Name: Jonathan I. Berg
Title: Assistant Vice President
S-114
SEQUILS - CUMBERLAND V, LTD.
AMERICAN EXPRESS ASSET MANAGEMENT GROUP INC.,
as Collateral Manager
By: /s/ Michael M. Leyland
----------------------------------------------
Name: Michael M. Leyland
Title: Managing Director
S-115
SEQUILS-CUMBERLAND I, LTD., as a Lender
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Dale R. Burrow
----------------------------------------------
Name: Dale R. Burrow
Title: Senior Vice President
S-116
SRF TRADING, INC., as Lender
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
S-117
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC,
as its Collateral Manager
By: /s/ Christopher A. Bondy
----------------------------------------------
Name: Christopher A. Bondy
Title: Partner
S-118
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC,
as its Collateral Manager
By: /s/ Christopher A. Bondy
----------------------------------------------
Name: Christopher A. Bondy
Title: Partner
S-119
STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners LLC,
as its Collateral Manager
By: /s/ Christopher A. Bondy
----------------------------------------------
Name: Christopher A. Bondy
Title: Partner
S-120
STEIN ROE & FARNHAM CLO, LTD.
By: Stein Roe & Farnham Incorporated,
As Portfolio Manager
By: /s/ James R. Fellows
----------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio
Manager
S-121
STEIN ROE FLOATING RATE LIMITED LIABILITY CO., as
Lender
By: /s/ James R. Fellows
----------------------------------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated,
as Advisor to the Stein Roe Floating
Rate Limited Liability Company
S-122
THE SUMITOMO TRUST AND BANKING CO., LTD., New York
Branch, as Lender
By: /s/ Stephen A. Stratico
----------------------------------------------
Name: Stephen A. Stratico
Title: Vice President
S-123
SUNTRUST BANK
By: /s/ Mark D. Mattson
----------------------------------------------
Name: Mark D. Mattson
Title: Director
S-124
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its Collateral
Manager
By: /s/ Mark L. Gold
----------------------------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan I. Berg
----------------------------------------------
Name: Jonathan I. Berg
Title: Assistant Vice President
S-125
TEXTRON FINANCIAL CORPORATION,
as Lender
By: /s/ Stuart Schulman
----------------------------------------------
Name: Stuart Schulman
Title: Managing Director
S-126
TORONTO DOMINION (NEW YORK), INC., as Lender
By: /s/ Susan K. Strong
----------------------------------------------
Name: Susan K. Strong
Title: Vice President
S-127
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management,
Inc., As Investment Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
S-128
UBS AG, STAMFORD BRANCH, as Lender
By: /s/ Wilfred V. Saint
----------------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
By: /s/ Lynne B. Alfarone
----------------------------------------------
Name: Lynne B. Alfarone
Title: Associate Director
Banking Products Services, US
S-129
VAN KAMPEN CLO I, LIMITED
By: Van Kampen Management Inc.,
as Collateral Manager
By: /s/ Darvin D. Pierce
----------------------------------------------
Name: Darvin D. Pierce
Title: Principal
S-130
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Management Inc.,
as Collateral Manager
By: /s/ Darvin D. Pierce
----------------------------------------------
Name: Darvin D. Pierce
Title: Principal
S-131
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.,
as Lender
By: /s/ Darvin D. Pierce
----------------------------------------------
Name: Darvin D. Pierce
Title: Principal
S-132
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.,
as Lender
By: /s/ Darvin D. Pierce
----------------------------------------------
Name: Darvin D. Pierce
Title: Principal
S-133
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.,
as Lender
By: /s/ Darvin D. Pierce
----------------------------------------------
Name: Darvin D. Pierce
Title: Principal
S-134
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC,
as its Investment Manager
By: /s/ Christopher A. Bondy
----------------------------------------------
Name: Christopher A. Bondy
Title: Partner
S-135
WINGED FOOT FUNDING TRUST
By: /s/ Ann E. Morris
----------------------------------------------
Name: Ann E. Morris
Title: Authorized Agent