<PAGE>

                                                                     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


================================================================================
<PAGE>

                          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.
<PAGE>

                                      -2-


         "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-
<PAGE>

                                      -3-


     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.
<PAGE>

                                      -4-


         "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.
<PAGE>

                                      -5-


         "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,
<PAGE>

                                      -6-


     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.
             -------------------------------------

         (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
<PAGE>

                                      -7-


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").
<PAGE>

                                      -8-


                  (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.
<PAGE>

                                      -9-


                  (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
<PAGE>

                                      -10-


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
<PAGE>

                                      -11-


         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-
<PAGE>

                                      -12-


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
<PAGE>

                                      -13-


         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
<PAGE>

                                      -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-
<PAGE>

                                      -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-
<PAGE>

                                      -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-
<PAGE>

                                      -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-
<PAGE>

                                      -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-
<PAGE>

                                      -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
<PAGE>

                                      -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
<PAGE>

                                      -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-
<PAGE>

                                      -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
<PAGE>

                                      -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
<PAGE>

                                      -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.
<PAGE>

                                      -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.
<PAGE>

                                      -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-
<PAGE>

                                      -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]
<PAGE>

         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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       PALM DRIVE MEDICAL CENTER, LLC

                                       By: SEBASTOPOL, LLC


                                       By: /s/ BURKE WHITMAN
                                           -------------------------------------
                                           Name: Burke Whitman
                                           Title: Treasurer
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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.
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

                                       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
<PAGE>

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
<PAGE>

                                                                      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)
<PAGE>

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
<PAGE>

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
<PAGE>

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.
<PAGE>

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