exv10w1






Exhibit 10.1




EXECUTION COPY




      




CREDIT AGREEMENT




dated as of




July 25, 2007,




among




CHS/COMMUNITY HEALTH SYSTEMS, INC.,




COMMUNITY HEALTH SYSTEMS, INC.,




THE LENDERS PARTY HERETO




and




CREDIT SUISSE,

as Administrative Agent and Collateral Agent




 






CREDIT SUISSE SECURITIES (USA) LLC

and

WACHOVIA CAPITAL MARKETS, LLC,

as Joint Bookrunners and Co-Lead Arrangers




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent




JPMORGAN CHASE BANK

and

MERRILL LYNCH CAPITAL CORPORATION,

as Co-Documentation Agents




 

[CS&M
Ref. No. 5865–525]










 



 


Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Terms Generally
	 	 	36	 
	SECTION 1.03. Pro Forma Calculations
	 	 	36	 
	SECTION 1.04. Classification of Loans and Borrowings
	 	 	37	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	The Credits

	 
	 	 	 	 
	SECTION 2.01. Commitments 
	 	 	37	 
	SECTION 2.02. Loans
	 	 	38	 
	SECTION 2.03. Borrowing Procedure
	 	 	40	 
	SECTION 2.04. Evidence of Debt; Repayment of Loans
	 	 	40	 
	SECTION 2.05. Fees
	 	 	41	 
	SECTION 2.06. Interest on Loans
	 	 	42	 
	SECTION 2.07. Default Interest
	 	 	43	 
	SECTION 2.08. Alternate Rate of Interest
	 	 	43	 
	SECTION 2.09. Termination and Reduction of Commitments
	 	 	43	 
	SECTION 2.10. Conversion and Continuation of Borrowings
	 	 	44	 
	SECTION 2.11. Repayment of Term Borrowings
	 	 	46	 
	SECTION 2.12. Optional Prepayment
	 	 	48	 
	SECTION 2.13. Mandatory Prepayments
	 	 	49	 
	SECTION 2.14. Reserve Requirements; Change in Circumstances
	 	 	51	 
	SECTION 2.15. Change in Legality
	 	 	52	 
	SECTION 2.16. Indemnity
	 	 	53	 
	SECTION 2.17. Pro Rata Treatment
	 	 	53	 
	SECTION 2.18. Sharing of Setoffs
	 	 	53	 
	SECTION 2.19. Payments
	 	 	54	 
	SECTION 2.20. Taxes
	 	 	55	 
	SECTION 2.21. Assignment of Commitments Under Certain
Circumstances; Duty
to Mitigate
	 	 	56	 
	SECTION 2.22. Swingline Loans
	 	 	57	 
	SECTION 2.23. Letters of Credit
	 	 	59	 
	SECTION 2.24. Incremental Term Loans
	 	 	63	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Representations and Warranties










i






 







Table of Contents 

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 3.01. Organization; Powers
	 	 	65	 
	SECTION 3.02. Authorization
	 	 	65	 
	SECTION 3.03. Enforceability
	 	 	66	 
	SECTION 3.04. Governmental Approvals
	 	 	66	 
	SECTION 3.05. Financial Statements
	 	 	66	 
	SECTION 3.06. No Material Adverse Change
	 	 	67	 
	SECTION 3.07. Title to Properties; Possession Under Leases
	 	 	67	 
	SECTION 3.08. Subsidiaries
	 	 	67	 
	SECTION 3.09. Litigation; Compliance with Laws
	 	 	67	 
	SECTION 3.10. Agreements
	 	 	68	 
	SECTION 3.11. Federal Reserve Regulations
	 	 	68	 
	SECTION
3.12. Investment Company Act
	 	 	69	 
	SECTION 3.13. Use of Proceeds
	 	 	69	 
	SECTION 3.14. Tax Returns 
	 	 	69	 
	SECTION 3.15. No Material Misstatements
	 	 	69	 
	SECTION 3.16. Employee Benefit Plans
	 	 	69	 
	SECTION 3.17. Environmental Matters
	 	 	70	 
	SECTION 3.18. Insurance
	 	 	70	 
	SECTION 3.19. Security Documents
	 	 	70	 
	SECTION 3.20. Location of Real Property and Leased Premises
	 	 	71	 
	SECTION 3.21. Labor Matters
	 	 	71	 
	SECTION 3.22. Solvency
	 	 	71	 
	SECTION 3.23. Transaction Documents
	 	 	72	 
	SECTION 3.24. Sanctioned Persons
	 	 	72	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Conditions of Lending
	 
	 	 	 	 
	SECTION 4.01. All Credit Events
	 	 	72	 
	SECTION 4.02. First Credit Event
	 	 	73	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	Affirmative Covenants

	 
	 	 	 	 
	SECTION 5.01. Existence; Compliance with Laws; Businesses
and Properties
	 	 	76	 
	SECTION 5.02. Insurance
	 	 	77	 
	SECTION 5.03. Obligations and Taxes
	 	 	77	 
	SECTION
5.04. Financial Statements, Reports, etc.
	 	 	78	 
	SECTION 5.05. Litigation and Other Notices
	 	 	79	 
	SECTION 5.06. Information Regarding Collateral
	 	 	80	 







ii






 







Table of Contents 

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 5.07. Maintaining Records; Access to Properties and
Inspections;
Maintenance of Ratings
	 	 	80	 
	SECTION 5.08. Use of Proceeds
	 	 	80	 
	SECTION 5.09. Employee Benefits
	 	 	80	 
	SECTION 5.10. Compliance with Environmental Laws
	 	 	81	 
	SECTION 5.11. Preparation of Environmental Reports
	 	 	81	 
	SECTION 5.12. Further Assurances
	 	 	81	 
	SECTION 5.13. Interest Rate Protection
	 	 	82	 
	SECTION 5.14. Proceeds of Certain Dispositions
	 	 	82	 
	SECTION 5.15. Operation of Facilities
	 	 	83	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Negative Covenants

	 
	 	 	 	 
	SECTION 6.01. Indebtedness
	 	 	83	 
	SECTION 6.02. Liens
	 	 	86	 
	SECTION 6.03. Sale and Lease-Back Transactions
	 	 	89	 
	SECTION 6.04. Investments, Loans and Advances
	 	 	89	 
	SECTION
6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
	 	 	93	 
	SECTION
6.06. Restricted Payments; Restrictive Agreements
	 	 	94	 
	SECTION 6.07. Transactions with Affiliates
	 	 	96	 
	SECTION 6.08. Business of Parent, Borrower and Subsidiaries
	 	 	97	 
	SECTION 6.09. Other Indebtedness
	 	 	97	 
	SECTION 6.10. Practice Guarantees
	 	 	97	 
	SECTION 6.11. Capital Expenditures
	 	 	97	 
	SECTION 6.12. Interest Coverage Ratio
	 	 	98	 
	SECTION 6.13. Maximum Leverage Ratio
	 	 	99	 
	SECTION 6.14. Fiscal Year
	 	 	99	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Events of Default

	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	The Administrative Agent and the Collateral Agent

	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	Miscellaneous









iii






 







Table of Contents 

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 9.01. Notices

	 	 	105	 
	SECTION 9.02. Survival of Agreement
	 	 	105	 
	SECTION 9.03. Binding Effect
	 	 	106	 
	SECTION 9.04. Successors and Assigns
	 	 	106	 
	SECTION 9.05. Expenses; Indemnity
	 	 	110	 
	SECTION 9.06. Right of Setoff
	 	 	112	 
	SECTION 9.07. Applicable Law
	 	 	112	 
	SECTION 9.08. Waivers; Amendment
	 	 	112	 
	SECTION 9.09. Certain Releases of Guarantees and Security Interests
	 	 	113	 
	SECTION 9.10. Interest Rate Limitation
	 	 	114	 
	SECTION 9.11. Entire Agreement
	 	 	114	 
	SECTION 9.12. WAIVER OF JURY TRIAL
	 	 	115	 
	SECTION 9.13. Severability
	 	 	115	 
	SECTION 9.14. Counterparts 
	 	 	115	 
	SECTION 9.15. Headings
	 	 	115	 
	SECTION 9.16. Jurisdiction; Consent to Service of Process
	 	 	115	 
	SECTION 9.17. Confidentiality
	 	 	116	 
	SECTION 9.18. USA PATRIOT Act Notice
	 	 	117	 
	SECTION 9.19. Effect of Certain Inaccuracies
	 	 	117	 







iv






 









Table of Contents 

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SCHEDULES
	 	 	 	 	 	 
	 
	Schedule 1.01(a)

	 	-
	 	Existing Letters of Credit	 	 
	Schedule 1.01(b)

	 	-
	 	Subsidiary Guarantors	 	 
	Schedule 1.01(c)

	 	-
	 	Mortgaged Property	 	 
	Schedule 1.01(d)

	 	-
	 	Hospitals	 	 
	Schedule 1.01(e)

	 	-
	 	Certain Permitted Joint Ventures	 	 
	Schedule 1.01(f)

	 	-
	 	Certain Subsidiaries	 	 
	Schedule 2.01

	 	-
	 	Lenders and Commitments	 	 
	Schedule 3.08

	 	-
	 	Subsidiaries	 	 
	Schedule 3.17

	 	-
	 	Environmental Matters	 	 
	Schedule 3.18

	 	-
	 	Insurance	 	 
	Schedule 3.19(a)

	 	-
	 	UCC Filing Offices	 	 
	Schedule 3.19(c)

	 	-
	 	Mortgage Filing Offices	 	 
	Schedule 3.21

	 	-
	 	Collective Bargaining Agreements	 	 
	Schedule 4.02(a)

	 	-
	 	Local Counsel	 	 
	Schedule 6.01

	 	-
	 	Existing Indebtedness	 	 
	Schedule 6.02

	 	-
	 	Existing Liens	 	 
	Schedule 6.04(h)

	 	-
	 	Certain Permitted Acquisitions	 	 
	Schedule 6.05(b)

	 	-
	 	Certain Syndication Transactions	 	 
	Schedule 6.07

	 	-
	 	Certain Affiliate Transactions	 	 
	 
	EXHIBITS

	 	 
	 	 	 	 
	 


	Exhibit A

	 	-
	 	Form of Administrative Questionnaire		
	Exhibit B

	 	-
	 	Form of Assignment and Acceptance		
	Exhibit C

	 	-
	 	Form of Borrowing Request		
	Exhibit D

	 	-
	 	Form of Guarantee and Collateral Agreement		
	Exhibit E

	 	-
	 	Form of Mortgage		
	Exhibit F-1

	 	-
	 	Form of Opinion of Kirkland & Ellis LLP		
	Exhibit F-2

	 	-
	 	Form of Opinion of General Counsel of Parent		
	Exhibit F-3

	 	-
	 	Form of Local Counsel Opinion		







v






 








     CREDIT AGREEMENT dated as of July 25, 2007, among CHS/COMMUNITY
HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY
HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the Lenders (as
defined in Article I), and CREDIT SUISSE, as administrative agent (in
such capacity, the “Administrative Agent”) and as collateral agent (in
such capacity, the “Collateral Agent”) for the Lenders.



PRELIMINARY STATEMENT




     Pursuant to the Merger Agreement (such term and each other capitalized term used but not
defined in this preliminary statement having the meaning given it in Article I), Parent will
acquire Triad Hospitals, Inc., a Delaware corporation (“Triad”) through a merger (the “Merger”) of
FWCT-1 Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary (“Merger
Sub”), with and into Triad, as a result of which (a) all Equity Interests of Triad issued and
outstanding (with certain exceptions as set forth in the Merger Agreement) immediately prior to
the Effective Time (as defined in the Merger Agreement) will be automatically converted at the
Effective Time into the right to receive the Merger Consideration (as defined in the Merger
Agreement), in an aggregate amount of approximately $4,959,000,000, and (b) Triad will survive as
a wholly owned Subsidiary.



     In connection with the Merger, the Borrower has requested that (a) the Funded Term Loan
Lenders make Funded Term Loans on the Closing Date, in an aggregate principal amount not in excess
of $6,065,000,000, (b) the Delayed Draw Term Loan Lenders make Delayed Draw Term Loans on one or
more occasions during the period commencing on the Closing Date and ending on the Delayed Draw
Commitment Termination Date, in an aggregate principal amount not in excess of $400,000,000, and
(c) the Revolving Credit Lenders make Revolving Loans at any time and from time to time prior to
the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not
in excess of $750,000,000. The Borrower has requested the Swingline Lender to extend credit, at
any time and from time to time prior to the Revolving Credit Maturity Date, in the form of
Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of
$50,000,000. The Borrower has requested the Issuing Bank to issue Letters of Credit, in an
aggregate face amount at any time outstanding not in excess of $200,000,000, for general corporate
purposes of the Borrower and the Subsidiaries. The proceeds of the Funded Term Loans are to be
used solely to pay a portion of the Merger Consideration, to repay or otherwise satisfy and
discharge the Existing Indebtedness, and to pay related fees and expenses. The proceeds of the
Delayed Draw Term Loans, the Revolving Loans and the Swingline Loans are to be used by the
Borrower and the Subsidiaries from time to time for working capital and other general corporate
purposes, including permitted investments and Capital Expenditures and to repay Indebtedness.



     The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing
to issue Letters of Credit for the account of the Borrower, in each case on










 



 


2



the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree
as follows:




ARTICLE I




Definitions




     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.



     “Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such
Interest Period and (b) Statutory Reserves.



     “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.



     “Affiliate” shall mean, when used with respect to a specified person, another person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the person specified; provided, however, that, for purposes of Section
6.07, the term “Affiliate” shall also include any person that directly or indirectly owns 10% or
more of any class of Equity Interests of the person specified.



     “Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
Revolving Credit Exposures.



     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. If the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate
for any reason, including the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.









 



3


     “Applicable Percentage” shall mean, for any day (a) with respect to any Eurodollar Term Loan,
2.25% per annum, (b) with respect to any ABR Term Loan, 1.25%
per annum, and (c) (i) with respect to
any Eurodollar Revolving Loan or ABR Revolving Loan, the applicable percentage set forth below
under the caption “Eurodollar Spread—Revolving Loans” or “ABR Spread—Revolving Loans”, as the case
may be, and (ii) with respect to the Revolving Credit Commitment Fee, the applicable rate set
forth below under the caption “Revolving Credit Commitment Fee Rate”, in each case based upon the
Leverage Ratio as of the relevant date of determination:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar	 	 	 	 	 	Revolving
	 	 	Spread—	 	ABR Spread—	 	Credit
	Leverage	 	Revolving	 	Revolving	 	Commitment
	Ratio	 	Loans	 	Loans	 	Fee Rate
	Category 1
	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 4.5 to 1.00
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2
	 	 	2.00	%	 	 	1.00	%	 	 	0.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less than 4.5
to 1.00 and
greater than or equal to 3.5
to 1.00
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3
	 	 	1.75	%	 	 	0.75	%	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less than 3.5 to
1.00
	 	 	 	 	 	 	 	 	 	 	 	 





Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be
effective with respect to all Loans and Letters of Credit outstanding on and after the date of
delivery to the Administrative Agent of the financial statements and certificates required by
Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and certificates
indicating another such change. Notwithstanding the foregoing, the Leverage Ratio shall be deemed
to be in Category 1 for purposes of determining the Applicable Percentage until the date that is
six months from the Closing Date (at which time, subject to the immediately succeeding sentence,
the Leverage Ratio shall be determined on the basis of the financial statements and certificates
most recently delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, prior
to such date, and the Applicable Percentage resulting from such Leverage Ratio shall be











 



4



effective until any such change is required pursuant to the immediately preceding sentence). In
addition, (a) at any time during which the Borrower has failed to deliver the financial statements
and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively (until the
time of the delivery thereof), or (b) at any time after the occurrence and during the continuance
of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Percentage.




     “Applicable Term Commitment Fee Rate” shall mean, for any day (a) from and including the
Closing Date to but excluding the six-month anniversary of the Closing Date, 0.50% per annum, (b)
from and including the six-month anniversary of the Closing Date to but excluding the nine-month
anniversary of the Closing Date, 0.75% per annum, and (c) thereafter, 1.00% per annum.



     “Arrangers” shall mean Credit Suisse Securities (USA) LLC and Wachovia Capital Markets LLC.



     “Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty,
condemnation or otherwise) by Parent, the Borrower or any of the Subsidiaries to any person other
than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the
Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of Parent, the
Borrower or any of the Subsidiaries, other than:



          (i) inventory, damaged, obsolete or worn out assets, scrap, surplus and Permitted
Investments, in each case disposed of in the ordinary course of business;




          (ii) donations of assets by the Borrower or any Subsidiary (whether of real or personal
property (including cash)) to state or local municipalities (or other Governmental Authorities),
nonprofit organizations, foundations, charities or similar entities of the Borrower’s or such
Subsidiary’s choice, with an aggregate fair market value not to exceed $30,000,000 in any fiscal
year of Parent;




          (iii) dispositions by any Subsidiary that is not a Subsidiary Guarantor to the Borrower or
any other Subsidiary;




          (iv) sales or other dispositions of (x) Receivables of the Borrower or any of the
Subsidiaries that are more than 180 days past due or are written-off at the time of such sale or
disposition or (y) any Receivables of the Borrower or any of the Subsidiaries that are self-pay
accounts receivable and that are reasonably determined by the Borrower to be unable to be paid in
full within 150 days of the related service date, provided that the face value of all such
Receivables sold or disposed of on or after the Closing Date does not exceed $200,000,000;




          (v) sales or other dispositions of property (including like-kind exchanges) to the extent
that (x) such property is exchanged for credit against the purchase price of similar replacement
property or (y) the proceeds of such sale or disposition are applied to the purchase price of such
replacement property, in each case under Section 1031 of the Code or otherwise, provided that, if
the property so sold or exchanged constituted Collateral, then the property so received shall also
constitute Collateral;










 



5




          (vi) leases or sub-leases of any real property or personal property in the ordinary course of
business;




          (vii) dispositions of investments in joint ventures to the extent required by, or made
pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the
joint venture arrangements and similar binding arrangements;




          (viii) licensings and sublicensings of intellectual property of the Borrower or any
Subsidiary in the ordinary course of business;




          (ix) sales, transfers, leases or other dispositions of property in the ordinary course of
business consisting of the abandonment of intellectual property rights which, in the reasonable
good faith determination of the Borrower, are not material to the conduct of the business of
Parent, the Borrower and the Subsidiaries; and




          (x) any sale, transfer or other disposition or series of related sales, transfers or other
dispositions having a value not in excess of $5,000,000.




     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender
and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other
form as shall be approved by the Administrative Agent.



     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States
of America.



     “Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.



     “Borrowing Request” shall mean a request by the Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved
by the Administrative Agent.



     “Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New
York City are authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank market.



     “CapEx Pull-Forward Amount” shall have the meaning assigned to such term in Section 6.11.



     “Capital Expenditures” shall mean, for any period, the additions to property, plant and
equipment and other capital expenditures of Parent, the Borrower and its consolidated subsidiaries
(including all amounts expended or capitalized under Capital Lease Obligations, but excluding any
amount representing capitalized interest) that are (or should be) set forth in a consolidated
statement of cash flows of Parent for such period prepared in accordance with GAAP, but excluding in each case any such










 



6

expenditure (i) made with insurance proceeds, condemnation awards or damage recovery proceeds,
(ii) made with the proceeds of the issuance of Equity Interests, (iii) to the extent such
expenditure is made with proceeds that would have constituted Net Cash Proceeds under clause (a)
of the definition of the term “Net Cash Proceeds” (but for the application of the second proviso
to such clause (a)), (iv) to the extent of the credit against the gross purchase price of newly
acquired equipment granted by the seller of such newly acquired equipment for other equipment that
is simultaneously traded-in at the time of purchase of such newly acquired equipment, (v) is
accounted for as a capital expenditure pursuant to GAAP but that actually is paid for by a third
party (excluding Parent, the Borrower or any Subsidiary) and for which none of Parent, the
Borrower or any Subsidiary has provided or is required to provide or incur, directly or
indirectly, any consideration or obligation to such third party or any other person (whether
before, during or after such period) or (vi) constituting the purchase price of any Permitted
Acquisition or any investment permitted under Sections 6.04(a), 6.04(i), 6.04(j), 6.04(k) or
6.04(v).




     “Capital Lease Obligations” of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     “Captive Insurance Subsidiary” shall mean a Subsidiary established for the purpose of
insuring the healthcare businesses or Facilities owned or operated by the Borrower or any of the
Subsidiaries, any joint venture of the Borrower or any of the Subsidiaries or any physician or
other personnel employed by or on the medical staff of any such business or Facility.



     “Cash Management Obligations” shall mean the obligations owed by Parent, the Borrower or any
Subsidiary to the Administrative Agent, an Arranger, any Lender or an Affiliate of any of the
foregoing in respect of any overdraft protections, netting services and similar arrangements
arising from treasury, depository and cash management services, any automated clearing house
transfers of funds or any credit card or similar services, in each case in the ordinary course of
business.



     A “Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof),
shall own, directly or indirectly, beneficially or of record, shares representing more than 40% of
the aggregate ordinary voting power represented by the issued and outstanding capital stock of
Parent, (b) a majority of the seats (other than vacant seats) on the board of directors of Parent
shall at any time be occupied by persons who were neither (i) nominated by the board of directors
of Parent nor (ii) appointed by directors so nominated, (c) any change in control (or similar
event, however denominated) with respect to Parent, the Borrower or any Subsidiary shall occur
under and as defined in any indenture or agreement in respect of Material Indebtedness to which
Parent, the Borrower or any Subsidiary is a party, or (d) Parent shall cease to










 




7



directly
own, beneficially and of record, 100% of the issued and outstanding Equity Interests of
the Borrower.




     “Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending
office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any
policy, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.



     “Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans, Funded Term Loans, Delayed Draw Term Loans,
Other Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment, Funded Term Loan Commitment, Delayed Draw
Term Loan Commitment, Incremental Term Loan Commitment or Swingline Commitment.



     “Closing Date” shall mean July 25, 2007.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” shall mean all the “Collateral” as defined in any Security Document and shall
also include the Mortgaged Properties.



     “Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit
Commitment, Funded Term Loan Commitment, Delayed Draw Term Loan Commitment, Incremental Term Loan
Commitment and Swingline Commitment.



     “Commitment Fees” shall mean the Revolving Credit Commitment Fees and the Term Commitment
Fees.



     “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of
the Borrower dated June 2007.



     “Consent Solicitations” shall mean the Parent Consent Solicitation and the Triad Consent
Solicitations.



     “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period
plus (a) without duplication and (except in the case of clause (a)(x) below) to the extent
deducted in determining such Consolidated Net Income, the sum of



          (i) interest expense (net of interest income), including amortization and write offs of debt
discount and debt issuance costs and commissions, discounts and other fees and charges associated
with (x) letters of credit, (y) obtaining or unwinding Hedging Agreements or (z) surety bonds for
financing activities, in each case for such period,










 



8


          (ii) provision for taxes based on income, profits or capital and franchise taxes, including
Federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes paid or
accrued during such period, including any penalties and interest relating to any tax examinations
for such period,




          (iii) depreciation and amortization expenses including acceleration thereof and including the
amortization of the increase in inventory resulting from the application of Statement of Financial
Accounting Standards No. 141 (“FASB 141”) for transactions contemplated hereby, including
Permitted Acquisitions, for such period,




          (iv) non-cash compensation expenses arising from the sale of Equity Interests, the granting
of options to purchase Equity Interests, the granting of appreciation rights in respect of Equity
Interests and similar arrangements for such period,




          (v) the excess of the expense in respect of post-retirement benefits and post-employment
benefits accrued under Statement of Financial Accounting Standards No. 106 (“FASB 106”) and
Statement of Financial Accounting Standards No. 112 (“FASB 112”) over the cash expense in respect
of such post-retirement benefits and post-employment benefits for such period,




          (vi) minority interest (to the extent distributions are not required to be made and are not
made in respect thereof),




          (vii) upfront fees or charges arising from any Permitted Receivables Transaction for such
period, and any other amounts for such period comparable to or in the nature of interest under any
Permitted Receivables Transaction, and losses on dispositions of Receivables and related assets in
connection with any Permitted Receivables Transaction for such period,




          (viii) fees and expenses for such period incurred or paid in connection with the
Transactions,




          (ix) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower
has made a determination that such amount is reasonably likely to be reimbursed by the insurer and
only to the extent that such amount is (A) not denied by the applicable carrier in writing within
180 days and (B) in fact reimbursed within 365 days of the date of the relevant event (with a
deduction for any amount so added back to the extent not so reimbursed within such 365 days),
expenses with respect to liability or casualty events,




          (x) proceeds
of received business interruption insurance,




          (xi) any fees and expenses incurred during such period in connection with any acquisition,
investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of Equity
Interests, refinancing transaction or amendment or other modification of any debt instrument (in
each case, including any such transaction consummated prior to the Closing Date and any such
transaction undertaken but not completed),










 



9




          (xii) any (w) severance costs, relocation costs, integration and Facilities opening costs,
signing costs, retention or completion bonuses and transition costs incurred during such period,
(x) cash restructuring related or nonrecurring cash merger costs and expenses incurred during such
period as a result of any acquisition, investment, recapitalization, or asset disposition
permitted hereunder, (y) other nonrecurring cash losses and charges for such period and (z) cash
payments made during such period in respect of litigation that was pending against the Borrower,
Triad or any of their subsidiaries or other obligations (contingent or otherwise) of the Borrower,
Triad or any of their subsidiaries, in each case prior to the Closing Date and for which a
liability would not be, in accordance with GAAP, recognized on Parent’s consolidated balance sheet
as of the date hereof, in each case to the extent that the aggregate amount of all such costs,
expenses and payments added to Consolidated Net Income pursuant to this clause (a)(xii), together
with all cash payments made during such period and referred to in clause (b)(ii) below, does not
exceed 10.0% of Consolidated EBITDA for such period,




          (xiii) any loss for such period attributable to the early extinguishment of Indebtedness, and




          (xiv) other non-cash charges for such period (other than the write-down of current assets
during any period commencing on or after July 1, 2008), and minus




     (b) without duplication, (i) non-recurring gains and (ii) to the extent the amount thereof,
when combined with the aggregate amount of all costs, expenses and payments added to Consolidated
Net Income during such period pursuant to clause (a)(xii) above exceeds 10.0% of Consolidated
EBITDA for such period, all cash payments made during such period on account of reserves,
restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to
clause (a)(xiv) above in a previous period.



     For purposes of determining the Interest Coverage Ratio and the Leverage Ratio as of or for
the periods ended on September 30, 2007, December 31, 2007 and March 31, 2008, Consolidated EBITDA
will be deemed to be equal to (i) for the fiscal quarter ended December 31, 2006, $366,000,000,
(ii) for the fiscal quarter ended March 31, 2007, $355,000,000, and (iii) for the fiscal quarter
ended June 30, 2007, $372,000,000. In addition, for each fiscal quarter ended after the Closing
Date and on or prior to June 30, 2008, the Consolidated EBITDA of Parent shall be increased by the
applicable Initial Pro Forma Adjustment (without duplication of the actual pro forma cost savings
and synergies achieved during such fiscal quarter).



     “Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest
expense paid in cash (including imputed interest expense in respect of Capital Lease Obligations
and Synthetic Lease Obligations) of Parent, the Borrower and the Subsidiaries for such period, net
of interest income, determined on a consolidated basis in accordance with GAAP and (b) the
dividends paid in cash during such period by Parent, the Borrower and the Subsidiaries on a
consolidated basis in respect of Disqualified Stock, but excluding, however, to the extent
otherwise included therein, (i) fees and expenses associated with the consummation of the
Transactions, (ii) annual agency fees paid to the Administrative Agent, (iii) costs associated with
obtaining or unwinding any










 



10




Hedging Agreements, (iv) fees and expenses associated with any investment permitted pursuant to
Section 6.04, issuances of Equity Interests or Indebtedness (whether or not consummated) or
amendments of any Indebtedness, (v) penalties and interest relating to Taxes and (vi) all
non-recurring cash interest expense consisting of liquidated damages for failure to timely comply
with registration rights obligations and financing fees. For purposes of the foregoing, interest
expense shall be determined after giving effect to any net payments made or received by Parent,
the Borrower or any Subsidiary with respect to interest rate Hedging Agreements. For purposes of
determining the Interest Coverage Ratio for the period of four consecutive quarters ended
September 30, 2007, December 31, 2007 and March 31, 2008, Consolidated Interest Expense shall be
deemed to be equal to (x) the Consolidated Interest Expense for the fiscal quarter ended September
30, 2007, multiplied by 4, (y) the Consolidated Interest Expense for the two consecutive fiscal
quarters ended December 31, 2007, multiplied by 2 and (z) the Consolidated Interest Expense for
the three consecutive fiscal quarters ended March 31, 2008, multiplied by 4/3, respectively.



     “Consolidated Net Income” shall mean, for any period, the net income or loss (i) excluding
extraordinary gains and losses, and gains and losses arising from the proposed or actual
disposition of material assets and (ii) excluding the cumulative effect of changes in accounting
principles) of Parent, the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be excluded the income of any
Subsidiary to the extent that the declaration or payment of dividends or similar distributions by
the Subsidiary of that income is not at the time permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable
to such Subsidiary. Notwithstanding the foregoing, the amount of any cash dividends paid by any
Unrestricted Subsidiary and received by Parent, the Borrower or the Subsidiaries during any such
period shall be included, without duplication, in the calculation of Consolidated Net Income for
such period. There shall be excluded from Consolidated Net Income for any period (i) gains and
losses, including unrealized gains and losses, for such period attributable to (w) discontinued
operations, (x) Facilities to be closed within one year of the date of recognition of such gain or
loss, (y) obtaining or unwinding Hedging Agreements and (z) except as provided above, interests in
Unrestricted Subsidiaries, and (ii) the effects of purchase accounting adjustments to inventory,
property, equipment and intangible assets and deferred revenue in component amounts required or
permitted by GAAP, as a result of the Transactions, any Permitted Acquisition or acquisition
consummated before the Closing Date, or the amortization or write-off of any amounts thereof.



     “Contractual Obligation” shall mean, as to any person, any provision of any security issued
by such person or of any agreement, instrument or undertaking to which such person is a party or
by which it or any of the property owned by it is bound.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.









 



11


     “Credit
Event” shall have the meaning assigned to such term in Section 4.01.



     “Credit Facilities” shall mean the revolving credit, swingline, letter of credit and term
loan facilities provided for by this Agreement.



     “Current Assets” shall mean, at any time, the consolidated current assets (other than cash
and cash equivalents, current and deferred tax assets and Permitted Investments) of Parent, the
Borrower and the Subsidiaries.



     “Current Liabilities” shall mean, at any time, the consolidated current liabilities of
Parent, the Borrower and the Subsidiaries at such time, but excluding, without duplication, (a)
the current portion of any long-term Indebtedness, (b) current accrued and deferred income taxes
and accrued interest and (c) outstanding Revolving Loans and Swingline Loans.



     “Debt Tender Offers” shall mean the Parent Debt Tender Offer and the Triad Debt Tender
Offers.



     “Default” shall mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default.



     “Defaulting Lender” shall mean any Revolving Credit Lender that has
(a) defaulted in its obligation to make a Revolving Loan or to fund its participation in a Letter
of Credit or Swingline Loan required to be made or funded by it hereunder,
(b) notified the Administrative Agent or a Loan Party in writing that it does not intend to
satisfy any such obligation or (c) become insolvent or the assets or management of which has been
taken over by any Governmental Authority.



     “Delayed Draw Commitment Termination Date” shall mean January 23, 2009.



     “Delayed Draw Term Loan Commitment” shall mean, with respect to each Lender, the commitment
of such Lender to make Delayed Draw Term Loans hereunder as set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender assumed its Delayed Draw Term Loan
Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section
2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.



     “Delayed Draw Term Loan Lender” shall mean a Lender with a Delayed Draw Term
Loan Commitment or an outstanding Delayed Draw Term Loan.



     “Delayed Draw Term Loan Repayment Date” shall have the meaning assigned to such term in
Section 2.11(a)(ii).



     “Delayed Draw Term Loans” shall mean the terms loans made by the Lenders to the Borrower
pursuant to Section 2.01(a)(ii).









 



12


     “Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon the happening of
any event, (a) matures (excluding any maturity as the result of an optional redemption by the
issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(except (i) as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale shall be subject to the prior
repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments or (ii) pursuant to any put option with respect to any Equity
Interests of a Permitted Syndication Subsidiary granted in favor of any Permitted Syndication
Transaction Partner), or is redeemable at the option of the holder thereof, in whole or in part, or
requires the payment of any cash dividend or any other scheduled payment constituting a return of
capital in cash (other than, in the case of Equity Interests of a Subsidiary issued to a Permitted
Syndication Transaction Partner or held by a Subsidiary Guarantor, periodic distributions of
available cash (determined in good faith by the Borrower)), in each case at any time on or prior to
the first anniversary of the Term Loan Maturity Date, or (b) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (i) Indebtedness or (ii) any Equity Interest
referred to in clause (a) above, in each case at any time prior to the first anniversary of the
Term Loan Maturity Date.



     “dollars”
or “$” shall mean lawful money of the United States of America.



     “Domestic Subsidiaries” shall mean all Subsidiaries incorporated or organized under the laws
of the United States of America, any State thereof or the District of Columbia.



     “Eligible Assignee” shall mean any commercial bank, insurance company, investment or mutual
fund or other entity (but not any natural person) that is an “accredited investor” (as defined in
Regulation D under the Securities Act of 1933, as amended) that extends credit or invests in bank
loans as one of its businesses; provided that neither the Borrower nor any of its Affiliates shall
be an Eligible Assignee.



     “Environmental Laws” shall mean all former, current and future Federal, state, local and
foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and legally binding agreements in each
case, relating to protection of the environment, natural resources, occupational health and safety
or Hazardous Materials.



     “Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including
administrative oversight costs, natural resource damages and remediation costs), whether
contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment,
recycling, arrangement for disposal, or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the presence or Release of any Hazardous Materials or (e) any contract,
agreement or other consensual










 



13



arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.




     “Equity Interests” shall mean shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
interests in any person, and any option, warrant or other right entitling the holder thereof to
purchase or otherwise acquire any such equity interest.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.



     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.



     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) prior to the effectiveness of the applicable provisions of the
Pension Act, the existence with respect to any Plan of an “accumulated funding deficiency” (as
defined in Section 412 of the Code or Section 302 of ERISA) or, on and after the effectiveness of
the applicable provisions of the Pension Act, any failure by any Plan to satisfy the minimum
funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable
to such Plan, in each case whether or not waived, (c) the filing pursuant to prior to the
effectiveness of the applicable provisions of the Pension Act, Section 412(d) of the Code or
Section 303(d) of ERISA or, on and after the effectiveness of the applicable provisions of the
Pension Act, Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver
of the minimum funding standard with respect to any Plan, (d) on and after the effectiveness of the
applicable provisions of the Pension Act, a determination that any Plan is, or is expected to be,
in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code),
(e) the incurrence by Parent or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the
Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (f) the receipt by
Parent or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating
to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g)
prior to the effectiveness of the applicable provisions of the
Pension Act, the adoption of any
amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of
the Code or Section 307 of ERISA, (h) the receipt by Parent or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from Parent or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of
ERISA or, on and after the effectiveness of the applicable provisions of the Pension Act, in
endangered or critical status, within the meaning of Section 305 of ERISA, (i) the occurrence of a
“prohibited transaction” with respect to which the Borrower or any of the Subsidiaries is a










 



14



“disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which
the Borrower or any such Subsidiary could otherwise be liable or (j) any other event or condition
with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any
Subsidiary.




     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Adjusted LIBO Rate.



     “Event of Default” shall have the meaning assigned to such term in Article VII.



     “Excess Cash Flow” shall mean, for any fiscal year of Parent, the excess of (a) the sum,
without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to
the amount of all non-cash charges or losses to the extent deducted in arriving at such
Consolidated Net Income, (iii) an amount equal to the provision for Taxes based on income, profits
or capital of Parent, the Borrower and the Subsidiaries, including Federal, foreign, state,
franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such
period to the extent deducted in arriving at such Consolidated Net Income, (iv) the proceeds of
business interruption insurance received by Parent, the Borrower and the Subsidiaries during such
fiscal year to the extent not otherwise included in such Consolidated Net Income, and (v)
reductions to noncash working capital of Parent, the Borrower and the Subsidiaries for such fiscal
year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to
the end of such fiscal year, excluding decreases resulting from any Permitted Acquisition or
disposition occurring during such fiscal year) over (b) the sum, without duplication, of (i) the
amount of any Taxes (including penalties and interest) payable in cash by Parent, the Borrower and
the Subsidiaries with respect to such fiscal year, (ii) Capital Expenditures made in cash during
such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity
issuances, casualty proceeds or condemnation proceeds to the extent such proceeds would not be
included in Consolidated Net Income, (iii) permanent repayments of Indebtedness (other than
mandatory prepayments of Loans under Section 2.13 and Voluntary Prepayments) made in cash by
Parent, the Borrower and the Subsidiaries during such fiscal year, but only to the extent that the
Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not
occur in connection with a refinancing of all or any portion of such Indebtedness, (iv) payments by
Parent, the Borrower and the Subsidiaries during such fiscal year in respect of long-term
liabilities of Parent, the Borrower and the Subsidiaries other than Indebtedness, (v) the aggregate
amount of cash consideration paid by Parent, the Borrower and the Subsidiaries (on a consolidated
basis) in connection with Permitted Acquisitions or other investments permitted pursuant to Section
6.04 (other than Section 6.04(b)), except to the extent any such Permitted Acquisition or
investment is financed with the proceeds of Indebtedness or equity issuances, to the extent such
proceeds would not be included in Consolidated Net Income, (vi) the aggregate amount of any
premium, make-whole or penalty payments actually paid in cash by Parent, the Borrower or the
Subsidiaries during such period that are required to be made in connection with any prepayment of
Indebtedness to the extent not deducted in determining Consolidated Net Income for such fiscal
year, (vii) cash expenditures in










 



15



respect of Hedging Agreements to the extent not deducted in determining Consolidated Net Income
for such fiscal year, (viii) additions to noncash working capital for such fiscal year (i.e., the
increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of
such fiscal year, excluding increases resulting from any Permitted Acquisition or disposition
occurring during such fiscal year), and (ix) an amount equal to the amount of all non-cash credits
or gains to the extent included in arriving at such Consolidated Net Income and cash charges
described in clauses (i) (x) through (y) of the third sentence of the definition of Consolidated
Net Income and included in arriving at such Consolidated Net Income; provided that in no event
shall the calculation of Excess Cash Flow include any insurance proceeds (other than business
interruption insurance) or proceeds of any condemnation, taking or similar occurrence.




     “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.21(a)), any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office)
or is attributable to such Foreign Lender’s failure to comply with Section 2.20(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.20(a).



     “Existing Borrower Credit Agreement” shall mean the Amended and Restated Credit Agreement
dated as of August 19, 2004, as amended, supplemented or otherwise modified from time to time,
among Parent, the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent.



     “Existing Credit Agreements” shall mean the Existing Borrower Credit Agreement and the
Existing Triad Credit Agreement.



     “Existing Letter of Credit” shall mean each Letter of Credit previously issued for the
account of the Borrower or Triad that (a) is outstanding on the Closing Date and (b) is listed on
Schedule 1.01(a).



     “Existing Indebtedness” shall mean the Existing Credit Agreements and the Existing Notes.



     “Existing Notes” shall mean the Existing Parent Notes and the Existing Triad Notes.









 



16


     “Existing
Parent Notes” shall mean Parent’s outstanding
61/2% Senior Subordinated Notes due
2012.



     “Existing Triad Credit Agreement” shall mean the Amended and Restated Credit Agreement dated
as of June 10, 2005, as amended, supplemented or otherwise modified from time to time, among
Triad, certain of its subsidiaries, the lenders party thereto, and Bank of America, N.A., as
administrative agent.



     “Existing Triad Notes” shall mean Triad’s outstanding 7% Senior Notes due 2012 and 7% Senior
Subordinated Notes due 2013.



     “Facility” shall mean any Hospital, outpatient clinic, long-term care facility, ambulatory
center, nursing home or rehabilitation center and related medical office building or other
facility owned or used by the Borrower or any Subsidiary in connection with their respective
business.



     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.



     “Fee Letter” shall mean the Fee Letter dated March 16, 2007, among Parent, Credit Suisse
Securities (USA) LLC, the Administrative Agent, Wachovia Capital Markets LLC, Wachovia Bank,
National Association and Wachovia Investment Holdings, LLC.



     “Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation
Fees and the Issuing Bank Fees.



     “Financial Officer” of any person shall mean the chief financial officer, principal
accounting officer, treasurer or controller of such person.



     “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     “Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.



     “Fulton Bond Pledge Agreement” shall mean the Bond Pledge Agreement dated August 14, 1992,
among Hospital of Fulton, Inc., a Kentucky corporation, the Borrower and First Union National
Bank, as amended by a First Amendment to Bond Pledge Agreement dated as of August 24, 1994, a
Second Amendment to Bond Pledge Agreement dated May 12, 1995, a Third Amendment to Bond Pledge
Agreement dated










 



17



July 9, 1996, and a Fourth Amendment to Bond Pledge Agreement dated as of July 16, 2002, with
respect to the Fulton Bonds, and as further amended from time to time.




     “Fulton Bonds” shall mean the $8,000,000 aggregate principal amount City of Fulton, Kentucky
Floating Rate Weekly Demand Revenue Bonds, Series 1985 (United Healthcare of Kentucky, Inc.
Project).



     “Fulton Indenture” shall mean the Trust Indenture dated May 22, 1985, as amended by the First
Supplemental Trust Indenture dated August 14, 1992, between the City of Fulton and the Fulton
Trustee. For purposes of the Fulton Indenture, this Agreement shall be deemed to be a
“Reimbursement Agreement” as therein defined.



     “Fulton Trustee” shall mean the Third National Bank in Nashville, a national banking
association with principal offices in Nashville, Tennessee, and any successor trustee pursuant to
the terms of the Fulton Indenture.



     “Funded Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such
Lender to make Funded Term Loans hereunder as set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Funded Term Loan Commitment, as applicable, as
the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.



     “Funded Term Loan Lender” shall mean a Lender with a Funded Term Loan Commitment or an
outstanding Funded Term Loan.



     “Funded
Term Loan Repayment Date” shall have the meaning
assigned to such term in Section 2.11(a)(i).



     “Funded Term Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to
Section 2.01(a)(i).



     “GAAP” shall mean United States generally accepted accounting principles.



     “Governmental Authority” shall mean any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body.



     “Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).



     “Guarantee” of or by any person shall mean any obligation, contingent or otherwise, of such
person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other
person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such Indebtedness of the










 



18



payment of such Indebtedness or (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not include
(i) endorsements for collection or deposit in the ordinary course of business or (ii) Practice
Guarantees. The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount (based on the maximum reasonably anticipated net liability in respect thereof
as determined by the Borrower in good faith) of the primary obligation or portion thereof in
respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated net liability in respect thereof (assuming such person is required to perform
thereunder) as determined by the Borrower in good faith.




     “Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement,
substantially in the form of Exhibit D, among the Borrower, Parent, the Subsidiaries party thereto
and the Collateral Agent for the benefit of the Secured Parties.



     “Guarantors” shall mean Parent and the Subsidiary Guarantors.



     “Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other
hydrocarbons, coal ash, radon gas, asbestos and asbestos-containing materials, urea formaldehyde
foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting
substances, medical, biological and animal wastes and (b) without limitation of the foregoing, any
other chemical, material, substance or waste that is prohibited, limited or regulated by or
pursuant to any Environmental Law.



     “HCA Tax Sharing Agreement” shall mean the Tax Sharing and Indemnification Agreement dated as
of May 11, 1999 entered into by and among Columbia/HCA Healthcare Corporation (now known as HCA
Inc.), LifePoint Hospitals, Inc., and Triad in connection with the distribution by Columbia/HCA
Healthcare Corporation to its shareholders of all of the stock of LifePoint Hospitals, Inc. and
Triad.



     “Health Care Associates” shall have the meaning assigned to such term in Section 6.04(e).



     “Hedging Agreement” shall mean any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement.



     “Hospital” shall mean each hospital now or hereafter owned, leased or operated by the
Borrower or any of the Subsidiaries or in which the Borrower or any of the Subsidiaries owns an
equity interest. Set forth on Schedule 1.01(d) is a list of all Hospitals in existence on the
Closing Date owned or used by the Borrower and the Subsidiaries.



     “Incremental Asset Sale Termination Date” shall mean July 24, 2009.



     “Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.









 



19


     “Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an
outstanding Incremental Term Loan.



     “Incremental Term Loan Amount” shall mean, at any time, the excess, if any, of (a)
$600,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments established
prior to such time pursuant to Section 2.24.



     “Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption
Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the
Administrative Agent and one or more Incremental Term Lenders.



     “Incremental Term Loan Commitment” shall mean the commitment of any Lender, established
pursuant to Section 2.24, to make Incremental Term Loans to the Borrower.



     “Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental
Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.



     “Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of
principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan
Assumption Agreement.



     “Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower
pursuant to Section 2.01(b). Incremental Term Loans may be made in the form of additional Funded
Term Loans, additional Delayed Draw Term Loans or, to the extent permitted by Section 2.24 and
provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.



     “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money or with respect to deposits or advances of any kind (other than customer
deposits and interest payable thereon in the ordinary course of business), (b) all obligations of
such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such person under conditional sale or other title retention agreements relating to property or
assets purchased by such person, (d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business and deferred payment for services to
employees or former employees incurred in the ordinary course of business and payable in
accordance with customary practices and other deferred compensation arrangements), (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, (f) all Guarantees by
such person of Indebtedness of others, (g) all Capital Lease Obligations and Synthetic Lease
Obligations of such person, (h) all obligations of such person as an account party in respect of
letters of credit, (i) all obligations of such person in respect of










 



20



bankers’ acceptances, (j) all obligations of such person pursuant to any Permitted Receivables
Transaction and (k) the aggregate liquidation preference of all outstanding Disqualified Stock
issued by such person; provided that in all cases (w) Practice Guarantees, (x) wholly contingent
earnouts and working capital adjustments under acquisition or disposition agreements, (y) deferred
or prepaid revenue and (z) purchase price holdbacks in respect of a portion of the purchase price
of an asset to satisfy warranty or other unperformed obligations of the respective seller, shall
be excluded from the definition of “Indebtedness”. The Indebtedness of any person shall include
the Indebtedness of any partnership in which such person is a general partner.




     “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.



     “Initial Pro Forma Adjustment” for each fiscal quarter ended on or prior to June 30, 2008,
shall mean an amount deemed to represent the pro forma cost savings and synergies reasonably
projected by Parent to result from the Merger and identified in the projections provided to the
Administrative Agent by Parent prior to the Closing Date, together with a certificate of the chief
financial officer of Parent certifying that such projections were prepared by Parent in good faith
based upon reasonable assumptions.



     “Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA
for such period to (b) Consolidated Interest Expense for such period.



     “Interest Payment Date” shall mean (a) with respect to any ABR Loan (including any Swingline
Loan), the last Business Day of each March, June, September and December, and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months’ duration, each day that would have been an Interest Payment Date had successive
Interest Periods of three months’ duration been applicable to such Borrowing.



     “Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter or, with the consent of each applicable Lender, 9 or 12 months thereafter, as the
Borrower may elect; provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing. Notwithstanding the foregoing, unless the Administrative Agent
shall otherwise agree, the Interest Period of any Eurodollar Borrowing made within 30 days of the
Closing Date shall be of one month’s duration.









 



21


     “Issuing Bank” shall mean, as the context may require, (a) Credit Suisse, acting through any
of its Affiliates or branches, in its capacity as an issuer of Letters of Credit hereunder, (b)
Wachovia Bank, National Association, acting through any of its Affiliates or branches, in its
capacity as an issuer of Letters of Credit hereunder, (c) with respect to each Existing Letter of
Credit, the Lender that issued such Existing Letter of Credit, and (d) any other Lender that may
become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit
issued by such Lender. The Issuing Bank may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such
Affiliate or branch.



     “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).



     “L/C Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit
pursuant to Section 2.23.



     “L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to
a Letter of Credit.



     “L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of
any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C
Exposure at such time.



     “L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).



     “Lenders” shall mean (a) the persons listed on Schedule 2.01 (other than any such person that
has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any person that
has become a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly
indicates otherwise, the term “Lenders” shall include the Swingline Lender.



     “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.23 and any
Existing Letter of Credit.



     “Leverage Ratio” shall mean, on any date, the ratio of Total Debt on such date to
Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or
prior to such date for which financial statements have been delivered (or were required to be
delivered) pursuant to Section 5.04(a) or (b). In any period of four consecutive fiscal quarters
in which any Permitted Acquisition or Significant Asset Sale occurs, the Leverage Ratio shall be
determined on a pro forma basis in accordance with Section 1.03.









 



22


     “Leverage Ratio Condition” shall mean, on any date, after giving pro forma effect to any
Specified Transaction to occur on such date as contemplated by Section 1.03, that the Leverage
Ratio on such date would be 0.25 to 1.00 lower than the maximum Leverage Ratio permitted to be
maintained by Parent on such date pursuant to Section 6.13.



     “LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the
rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on
the date that is two Business Days prior to the commencement of such Interest Period by reference
to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth
by any service selected by the Administrative Agent that has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying such rates) for a
period equal to such Interest Period; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the
interest rate per annum determined by the Administrative Agent to be the average of the rates per
annum at which deposits in dollars are offered for such relevant Interest Period to major banks in
the London interbank market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest
Period.



     “Liquidity Condition” shall mean, on any date, after giving pro forma effect to any Specified
Transaction to occur on such date, that the sum of the aggregate unused and available Revolving
Credit Commitments and unrestricted cash on hand at Parent and its subsidiaries would exceed
$250,000,000.



     “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset. For the avoidance of doubt, the term “Lien” shall not be deemed to include any license
of intellectual property.



     “Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents,
each Incremental Term Loan Assumption Agreement and the promissory notes, if any, executed and
delivered pursuant to Section 2.04(e).



     “Loan Parties” shall mean Parent, the Borrower and the Guarantors.



     “Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.



     “Margin Stock” shall have the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets,
operations, financial condition or operating results of the Borrower and the Subsidiaries, taken
as a whole, (b) a material impairment of the ability of the Loan Parties, taken as a whole, to
perform their obligations under the Loan Document to which










 



23



they are or will be a party or (c) a material impairment of the rights and remedies of or benefits
available to the Lenders under the Loan Documents.




     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit
and intercompany loans), or obligations in respect of one or more Hedging Agreements, of any one
or more of Parent, the Borrower or any Subsidiary in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the
obligations of Parent, the Borrower or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent,
the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated
at such time.



     “Material Subsidiary” shall mean any Subsidiary other than any (a) Permitted Joint Venture
Subsidiary, (b) Permitted Syndication Subsidiary, (c) Securitization Subsidiary, (d) Foreign
Subsidiary, (e) Captive Insurance Subsidiary or (f) Non-Significant Subsidiary.



     “Merger” shall have the meaning assigned to such term in the preliminary statement.



     “Merger Agreement” shall mean the Agreement and Plan of Merger dated March 19, 2007, by and
among Parent, Merger Sub and Triad.



     “Merger Sub” shall have the meaning assigned to such term in the preliminary statement.



     “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.



     “Mortgaged Properties” shall mean, initially, the owned real properties of the Loan Parties
specified on Schedule 1.01(c), and shall include each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12.



     “Mortgages” shall mean the mortgages, deeds of trust, assignments of leases and rents,
modifications and other security documents delivered pursuant to clause (i) of Section 4.02(g) or
pursuant to Section 5.12, each substantially in the form of Exhibit E.



     “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Net Cash Proceeds” shall mean (a) with respect to any Asset Sale (other than Receivables sold
in a Permitted Receivables Transaction), the aggregate cash proceeds received in respect of such
Asset Sale, and any cash payments received in respect of promissory notes or other non-cash
consideration delivered in respect of such Asset Sale, net of (without duplication) (i) the
reasonable expenses (including legal fees and brokers’ and underwriters’ commissions paid to third
parties which are not Subsidiaries or Affiliates of Parent) incurred in effecting such Asset Sale,
(ii) any taxes reasonably










 



24



attributable to such Asset Sale and, in case of an Asset Sale in a foreign jurisdiction, any taxes
reasonably attributable to the repatriation of the proceeds of such Asset Sale reasonably estimated
by the Borrower to be actually payable, (iii) any amounts payable to a Governmental Authority
triggered as a result of any such Asset Sale, (iv) any Indebtedness or Contractual Obligation of
Parent, the Borrower and the Subsidiaries (other than the Loans and other Obligations) required to
be paid or retained in connection with such Asset Sale and (v) the aggregate amount of reserves
required in the reasonable judgment of the Borrower or the applicable Subsidiary to be maintained
on the books of the Borrower or such Subsidiary in order to pay contingent liabilities with respect
to such Asset Sale (so long as amounts deducted from aggregate proceeds pursuant to this clause (v)
and not actually paid by the Borrower or any of the Subsidiaries in liquidation of such contingent
liabilities shall be deemed to be Net Cash Proceeds received at such time as such contingent
liabilities shall cease to be obligations of the Borrower or any of the Subsidiaries); provided,
however, that, except with respect to the Net Cash Proceeds of Asset Sales made pursuant to Section
6.05(b)(x), if (x) the Borrower intends to reinvest such proceeds in assets of a kind then used or
usable in the business of the Borrower and the Subsidiaries or in Permitted Acquisitions or other
investments permitted pursuant to Section 6.04 (other than Section 6.04(b)) within 15 months of
receipt of such proceeds and (y) no Default or Event of Default shall have occurred and shall be
continuing at the time of such receipt, such proceeds (but not to exceed $800,000,000 in the
aggregate in the case of all such Asset Sales (the “Asset
Sale Reinvestment Amount”)) shall not
constitute Net Cash Proceeds except to the extent not so used at the end of such 15-month period,
at which time such proceeds shall be deemed to be Net Cash Proceeds; provided further that if
during such 15-month period Parent, the Borrower or a Subsidiary enters into a written agreement
committing it to so apply all or a portion of such proceeds, such 15-month period will be extended
with respect to the amount of proceeds for an additional six months, at which time such proceeds
shall be deemed to be Net Cash Proceeds (it being understood and agreed that, (A) from the Closing
Date until the Incremental Asset Sale Termination Date, the Asset Sale Reinvestment Amount shall
(1) include the first $300,000,000 of proceeds described above that the Borrower intends to
reinvest pursuant to this definition, (2) not include the next $750,000,000 of such proceeds (less
the amount of such proceeds that the Borrower previously used to
prepay Term Loans) (i.e., the next
$750,000,000 of such proceeds (less the amount of such proceeds that the Borrower previously used
to prepay Term Loans) shall automatically be deemed Net Cash Proceeds and applied to the prepayment
of Term Loans to the extent required by Section 2.13(b)) and (3) include the next $500,000,000 of
such proceeds that the Borrower intends to reinvest pursuant to this definition and (B) after the
Incremental Asset Sale Termination Date, the Asset Sale Reinvestment Amount shall include the
amount (if positive) of such proceeds equal to (1) $800,000,000 less (2) the aggregate amount of
all such proceeds received prior to the Incremental Asset Sale Termination Date (other than
proceeds referred to in clause (A)(2) above) to the extent such proceeds were reinvested in
accordance with this definition); and (b) with respect to any issuance or incurrence of
Indebtedness or the sale of Receivables in a Permitted Receivables Transaction, the cash proceeds
thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in
connection therewith.










 



25


     “Non-Significant Subsidiary” shall mean at any time, any Subsidiary (a) which at such time
has total assets book value (including the total assets book value of any subsidiaries of such
Subsidiary), or for which the Borrower or any of the Subsidiaries shall have paid (including the
assumption of Indebtedness) in connection with the acquisition of Equity Interests or the total
assets of such Subsidiary, less than $10,000,000 or (b) which does not and will not itself or
through its subsidiaries own a Hospital or an interest in a Hospital or manage or operate a
Hospital and which is listed on Schedule 1.01(d) hereto (or on any updates to such Schedule
subsequently furnished by the Borrower to the Administrative Agent) as a “Non-Significant
Subsidiary”, provided that the total assets of all Non-Significant Subsidiaries at any time does
not exceed 5.0% of the total assets of Parent, the Borrower and the Subsidiaries on a consolidated
basis.



     “Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and
Collateral Agreement and the other Security Documents.



     “Other
Taxes” shall mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.



     “Other Term Loans” shall have the meaning assigned to such term in Section 2.24(a).



     “Parent Consent Solicitation” shall mean the consent solicitation pursuant to which Parent
will seek to amend certain of the provisions of the indenture governing the Existing Parent Notes.



     “Parent Debt Tender Offer” shall mean the offer by Parent to purchase on the Closing Date all
of the Existing Parent Notes.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.



     “Pension
Act” shall mean the Pension Protection Act of 2006, as amended from time to time.



     “Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h).



     “Permitted Additional Debt” of any Loan Party shall mean any unsecured Indebtedness of such
Loan Party or an unsecured or subordinated Guarantee of or by such Loan Party, in each case which
(a) matures on or after, and requires no scheduled payments of principal prior to, July 15, 2015
(other than pursuant to customary offers to purchase upon a change of control, asset sale or event
of loss and customary acceleration rights after an event of default), (b) contains no financial
maintenance covenants and (c) to the extent the same is subordinated to any Indebtedness, is
subordinate or junior in










 



26



right of payment to the Obligations, pursuant to a written agreement on terms customary for
similar Indebtedness at the time of issuance.




     “Permitted Capital Expenditure Amount” shall have the meaning assigned to such term in
Section 6.11.



     “Permitted Interest Transfer” shall mean a sale, issuance or other transfer of securities of a
Subsidiary or of assets of any Subsidiary to a new Subsidiary, if after such sale or other
transfer, such Subsidiary shall meet the applicable requirements of the definition of “Permitted
Joint Venture Subsidiary”, “Non-Significant Subsidiary” or “Permitted Syndication Subsidiary”;
provided that (a) the aggregate fair market value (determined at the time of the relevant Permitted
Interest Transfer) of all Permitted Interest Transfers made to, or in connection with the
establishment of, a Permitted Joint Venture shall not exceed $1,000,000,000 and (b) the total
assets of all Subsidiaries (other than Loan Parties) that become Permitted Joint Venture
Subsidiaries or Permitted Syndication Subsidiaries after the Closing Date as a result of a
Permitted Interest Transfer made after the Closing Date shall not exceed (i) 10% of the total
assets of Parent, the Borrower and the Subsidiaries on a consolidated basis in the case of
Permitted Joint Venture Subsidiaries, and (ii) 10% of the total assets of Parent, the Borrower and
the Subsidiaries on a consolidated basis in the case of Permitted Syndication Subsidiaries.



     “Permitted Investments” shall mean:



     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United States of America),
in each case maturing within one year from the date of acquisition thereof;



     (b) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or
from Moody’s;



     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, the Administrative Agent or any domestic
office of any commercial bank organized under the laws of the United States of America or any
State thereof that has a combined capital and surplus and undivided profits of not less than
$500,000,000;



     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria of clause (c) above;



     (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested in investments of
the type described in clauses (a) through (d) above;









 



27


     (f) investments in so-called “auction rate” securities rated AAA or higher by S&P or Aaa or
higher by Moody’s and which have a reset date not more than 90 days from the date of acquisition
thereof; and



     (g) other short-term investments utilized by Foreign Subsidiaries in accordance with normal
investment practices for cash management in investments of a type analogous to the foregoing.



     “Permitted Joint Ventures” shall mean acquisitions (by merger, purchase, lease (including any
lease that contains upfront payments or buy out options) or otherwise), not constituting Permitted
Acquisitions, by Parent, the Borrower or any of the Subsidiaries of interests in any of the assets
of, or shares of the capital stock of or other Equity Interests in, a person or division or line of
business of any person engaged in the same business as the Borrower and the Subsidiaries or in a
related business; provided that (a) no Default or Event of Default shall have occurred and be
continuing, and the Borrower shall have delivered to the Administrative Agent an officers’
certificate to such effect, together with all relevant financial information for such corporation
or other entity or acquired assets and (b) except for the Permitted Joint Ventures listed on
Schedule 1.01(e), to the extent (i) the aggregate value of the investments, loans and advances made
by Parent, the Borrower and the Subsidiaries in (including assets transferred to) any Permitted
Joint Venture, in each case, measured as of the date of each such investment, loan or advance (net
of any repayments or return of capital in respect thereof actually received in cash by Parent, the
Borrower or the Subsidiaries (net of applicable Taxes) after the Closing Date) (the “Net Investment
Amount”), when added to the aggregate Net Investment Amounts of all Permitted Joint Ventures
consummated after the Closing Date, would exceed $300,000,000, the Leverage Ratio Condition and the
Liquidity Condition would each be satisfied and (ii) to the extent such aggregate Net Investment
Amounts would exceed $500,000,000, the Borrower shall have received in writing, prior to effecting
any such Permitted Joint Venture, a Ratings Agency Confirmation in respect of such Permitted Joint
Venture and any financing therefor, and shall have furnished such Ratings Agency Confirmation to
the Administrative Agent.



     “Permitted Joint Venture Subsidiary” shall mean a partially owned Subsidiary pursuant to
which the Borrower or such Subsidiary conducts a Permitted Joint Venture.



     “Permitted Real Estate Indebtedness” shall have the meaning assigned to such term in Section
6.01(f).



     “Permitted Receivables Transaction” shall have the meaning assigned to such term in Section
6.05(b).



     “Permitted Syndication Subsidiary” shall mean a partially owned Subsidiary of the Borrower
which, after giving effect to a Permitted Syndication Transaction, owns, leases or operates the
Hospital which is the subject of such Permitted Syndication Transaction.









 



28


     “Permitted Syndication Transaction” shall have the meaning assigned to such term in Section
6.05(b).



     “Permitted Syndication Transaction Partner” shall mean one or more persons (other than
Parent, the Borrower or any Subsidiary) that owns a minority interest in a Permitted Syndication
Subsidiary.



     “person” shall mean any natural person, corporation, business trust, joint venture,
association, company, limited liability company, partnership, Governmental Authority or other
entity.



     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.



     “Post-Closing Letter Agreement” shall mean the post-closing letter agreement dated the
Closing Date, among the Borrower, Parent and the Administrative Agent.



     “Practice Guarantees” shall mean admitting physician practice guarantees pursuant to which
Parent, the Borrower or any of the Subsidiaries guarantees to pay an admitting physician on the
medical staff of a Hospital the difference between such admitting physician’s monthly net revenue
from professional fees and a minimum monthly guaranteed amount.



     “Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit
Suisse as its prime rate in effect at its principal office in New York City and notified to the
Borrower.



     “Pro
Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of
the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In
the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata
Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in
effect, giving effect to any subsequent assignments.



     “Qualified Capital Stock” of any person shall mean any Equity Interest of such person that is
not Disqualified Stock.



     “Ratings Agency Confirmation” shall mean, with respect to any transaction or matter in
question, confirmation from each of Moody’s and S&P that such transaction or matter will not
result in a downgrade, qualification or withdrawal of the then current corporate credit ratings of
the Borrower.



     “Receivables” shall mean a right to receive payment arising from a sale or lease of goods or
the performance of services by a person pursuant to an arrangement with another person by which
such other person is obligated to pay for goods or services under










 



29



terms that permit the purchase of such goods and services on credit, and all proceeds thereof and
rights (contractual or other) and collateral related thereto, and shall include, in any event, any
items of property that would be classified as accounts receivable on the balance sheet of the
Borrower or any of the Subsidiaries prepared in accordance with GAAP or an “account”, “chattel
paper”, an “instrument”, a “general intangible” or a “payment intangible” under the Uniform
Commercial Code as in effect in the State of New York and any “supporting obligations” or
“proceeds” (as so defined) of any such items.




     “Receivables Transaction” shall mean, with respect to the Borrower and/or any of the
Subsidiaries, any transaction or series of transactions of sales, factoring or securitizations
involving Receivables pursuant to which the Borrower or any Subsidiary may sell, convey or
otherwise transfer to a Securitization Subsidiary or any other Person, and may grant a
corresponding security interest in, any Receivables (whether now existing or arising in the future)
of the Borrower or any Subsidiary, and any assets related thereto including collateral securing
such Receivables, contracts and all Guarantees or other obligations in respect of such Receivables,
the proceeds of such Receivables and other assets which are customarily transferred, or in respect
of which security interests are customarily granted, in connection with sales, factoring or
securitizations involving Receivables.



     “Receivables Transaction Amount” shall mean (a) in the case of any Receivables securitization
(but excluding any sale or factoring of Receivables), the amount of obligations outstanding under
the legal documents entered into as part of such Receivables securitization on any date of
determination that would be characterized as principal if such Receivables securitization were
structured as a secured lending transaction rather than as a purchase and (b) in the case of any
sale or factoring of Receivables, the cash purchase price paid by the buyer in connection with its
purchase of Receivables (including any bills of exchange) less the amount of collections received
in respect of such Receivables and paid to such buyer, excluding any amounts applied to purchase
fees or discount or in the nature of interest, in each case as determined in good faith and in a
consistent and commercially reasonable manner by the Borrower (provided that if such method of
calculation is not applicable to such sale or factoring of Receivables, the amount of Receivables
Transaction Amount associated therewith shall be determined in a manner mutually acceptable to the
Borrower and the Administrative Agent).



     “Register” shall have the meaning assigned to such term in Section 9.04(d).



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.









 



30


     “Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment
vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or
advised by the same investment advisor as such Lender or by an Affiliate of such investment
advisor.



     “Related Parties” shall mean, with respect to any specified person, such person’s Affiliates
and the respective directors, trustees, officers, employees, agents and advisors of such person
and such person’s Affiliates.



     “Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or
within or upon any building, structure, facility or fixture.



     “Repayment Date” shall mean a Funded Term Loan Repayment Date, a Delayed Draw Term Loan
Repayment Date or an Incremental Term Loan Repayment Date.



     “Replacement
Capital Expenditures” shall mean Capital Expenditures on or after the Closing
Date made in connection with (i) the replacement of a Hospital as required by the agreements
pursuant to which such Hospital, or the entity owning such Hospital, was acquired by the Borrower
or any of the Subsidiaries from a third-party, whether pursuant to such agreement existing as of
the Closing Date or entered into thereafter, (ii) the replacement of the Hospitals (owned, leased
or operated by the Borrower or any of the Subsidiaries or in which the Borrower or any of the
Subsidiaries owns an Equity Interest as of the date hereof) in Barstow, California, Cedar Park,
Texas, Madison County, Alabama and Lindenhurst, Illinois or (iii) the acquisition of the Hospital
leased by a Subsidiary on the date hereof in Dublin, Ireland.



     “Required Lenders” shall mean, at any time, Lenders having Loans (excluding Swingline Loans),
L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments
representing more than 50% of the sum of all Loans outstanding (excluding Swingline Loans), L/C
Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments at
such time; provided that the Revolving Loans, L/C Exposure, Swingline Exposure and unused
Revolving Credit Commitments of any Defaulting Lender shall be disregarded in the determination of
the Required Lenders at any time.



     “Responsible Officer” of any person shall mean any executive officer, executive vice
president or Financial Officer of such person and any other officer or similar official thereof
responsible for the administration of the obligations of such person in respect of this Agreement.



     “Restricted Indebtedness” shall mean Indebtedness of Parent, the Borrower or any Subsidiary,
the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).



     “Restricted Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property (other than Qualified Capital Stock)) with respect to any Equity
Interests in Parent, the Borrower or any Subsidiary, or any payment (whether in










 



31



cash, securities or other property (other than Qualified Capital Stock)), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in Parent, the Borrower or any Subsidiary.




     “Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.



     “Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such
Lender to make Revolving Loans hereunder (and to acquire participations in Swingline Loans and
Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable,
as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.



     “Revolving
Credit Commitment Fee” shall have the meaning assigned to such term in Section
2.05(a).



     “Revolving Credit Commitment Fee Rate” shall have the meaning assigned to such term in the
definition of the term “Applicable Percentage”.



     “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate
principal amount at such time of all outstanding Revolving Loans of such Lender, plus the
aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such
time of such Lender’s Swingline Exposure.



     “Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an
outstanding Revolving Loan.



     “Revolving Credit Maturity Date” shall mean July 25, 2013.



     “Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant
to clause (a)(iii) of Section 2.01.



     “S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.



     “Secured Parties” shall have the meaning assigned to such term in the Guarantee and
Collateral Agreement.



     “Securitization Subsidiary” shall mean any special purpose Subsidiary that acquires
Receivables generated by the Borrower or any of the Subsidiaries and that engages in no operations
or activities other than those related to a Permitted Receivables Transaction.



     “Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement and
each of the security agreements, mortgages and other instruments and










 



32



documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.12.




     “Senior Note Indenture” shall mean the indenture under which the Senior Notes are issued, as
the same may be amended, restated, substituted, replaced, refinanced, supplemented or otherwise
modified from time to time in accordance with Section 6.01(h).



     “Senior Notes” shall mean the Borrower’s 8.875% Senior Notes due 2015, in an initial
aggregate principal amount of $3,021,331,000, as the same may be amended, restated, substituted,
replaced, refinanced, supplemented or otherwise modified from time to time pursuant to Section
6.01(h).



     “Significant Asset Sale” shall mean the sale, transfer, lease or other disposition by Parent,
the Borrower or any Subsidiary to any person other than the Borrower or a Subsidiary Guarantor of
all or substantially all of the assets of, or a majority of the Equity Interests in, a person, or a
division or line of business or other business unit of a person.



     “SEC” shall mean the U.S. Securities and Exchange Commission or any Governmental Authority
succeeding to any or all of its functions.



     “SPC” shall have the meaning assigned to such term in Section 9.04(i).



     “Specified Transaction” shall mean (a) the consummation of a Permitted Acquisition, (b) the
investment in a Permitted Joint Venture or (c) the incurrence or assumption of Indebtedness
pursuant to Section 6.01(m).



     “Spinout Subsidiary” shall mean an Unrestricted Subsidiary that is formed for the purpose of
acquiring the real property of Parent, the Borrower or any Subsidiary in connection with a Spinout
Transaction.



     “Spinout Transaction” shall mean the sale, transfer or other disposition by Parent, the
Borrower or any Subsidiary of real property owned by it to any Spinout Subsidiary in a transaction
permitted by Section 6.05(b)(i) and the subsequent distribution of the Equity Interests of such
Spinout Subsidiary to the equity holders of Parent.



     “Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board and any other banking authority, domestic or
foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other
fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in
Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D. Statutory Reserves shall be










 



33



adjusted automatically on and as of the effective date of any change in any reserve percentage.




     “subsidiary” shall mean, as to any person, a corporation, partnership or other entity of
which Equity Interests having ordinary voting power (other than Equity Interests having such power
only by reason of the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time owned, directly or
indirectly, or the management of which is otherwise Controlled, directly or indirectly, or both,
by such person.



     “Subsidiary” shall mean any subsidiary of the Borrower; provided, however, that Unrestricted
Subsidiaries shall be deemed not to be Subsidiaries for any purpose of this Agreement or the other
Loan Documents.



     “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each other
Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to
Section 5.12 (it being understood and agreed that no
(i) Foreign Subsidiary,
(ii) Non-Significant
Subsidiary, (iii) Permitted Syndication Subsidiary, (iv) Securitization Subsidiary, (v) Captive
Insurance Subsidiary, (vi) Permitted Joint Venture Subsidiary or (vii) Subsidiary listed on
Schedule 1.01(f), shall, in any case, be required to enter into the Guarantee and Collateral
Agreement pursuant to Section 5.12).



     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans
pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09.



     “Swingline Exposure” shall mean at any time the aggregate principal amount at such time of
all outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any time
shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.



     “Swingline Lender” shall mean Credit Suisse, acting through any of its Affiliates or
branches, in its capacity as lender of Swingline Loans hereunder.



     “Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.



     “Syndication Proceeds” shall have the meaning assigned to such term in Section 6.05(b).



     “Syndication Transaction” shall mean a transaction (or series of transactions) whereby the
Borrower or a Subsidiary sells part, but not all, of its interest in a Subsidiary that owns,
leases or operates a Hospital to one or more third parties or of its interest in a Hospital to a
partially owned Subsidiary.



     “Synthetic Lease” shall mean, as to any person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is
accounted for as an operating lease under GAAP and (b) in respect of










 



34



which the lessee retains or obtains ownership of the property so leased for U.S. federal income
tax purposes, other than any such lease under which such person is the lessor.




     “Synthetic Lease Obligations” shall mean, as to any person, an amount equal to the
capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on
a balance sheet of such person in accordance with GAAP if such obligations were accounted for as
Capital Lease Obligations.



     “Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Parent, the Borrower or any Subsidiary is or may become
obligated to make (a) any payment in connection with a purchase by any third party from a person
other than Parent, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness
or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or
Restricted Indebtedness) the amount of which is determined by reference to the price or value at
any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or
similar plan providing for payments only to current or former directors, officers or employees of
Parent, the Borrower or the Subsidiaries (or to their heirs and estates) shall be deemed to be a
Synthetic Purchase Agreement.



     “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.



     “Tender Agent” shall mean, with respect to any Existing Letter of Credit, a Tender Agent as
defined in such Existing Letter of Credit.



     “Tender Draft” shall mean, with respect to any Existing Letter of Credit, a Tender Draft as
defined in such Existing Letter of Credit.



     “Term Borrowing” shall mean a Borrowing comprised of Funded Term Loans, Delayed Draw Term
Loans or Incremental Term Loans.



     “Term Commitment Fees” shall have the meaning assigned to such term in Section 2.05(a).



     “Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.



     “Term Loan Commitments” shall mean the Funded Term Loan Commitments and the Delayed Draw Term
Loan Commitments. Unless the context shall otherwise require, the term “Term Loan Commitments”
shall include the Incremental Term Loan Commitments.



     “Term Loan Maturity Date” shall mean July 25, 2014.



     “Term Loans” shall mean the Funded Term Loans and the Delayed Draw Term Loans. Unless the
context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans.




 











 





35


     “Total
Debt” shall mean, at any time, (a) the total Indebtedness of the Borrower and the
Subsidiaries at such time (excluding Indebtedness of the type described in clause (h) of the
definition of such term or under performance or surety bonds, in each case except to the extent of
any unreimbursed drawings thereunder) minus (b) the aggregate amount of unrestricted cash and cash
equivalents that is included on the consolidated balance sheet of Parent, the Borrower and the
Subsidiaries at such time.



     “Total
Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the
Revolving Credit Commitments, as in effect at such time. The initial Total Revolving Credit
Commitment is $750,000,000.



     “Transactions”
shall mean, collectively, (a) the consummation of the transactions contemplated
by the Merger Agreement, (b) the execution, delivery and performance by Parent, the Borrower and
the Subsidiaries party thereto of the Senior Note Indenture and the issuance of the Senior Notes,
(c) the execution, delivery and performance by the Loan Parties of the Loan Documents to which
they are a party and the making of the Borrowings hereunder, (d) the repayment of all amounts due
or outstanding under or in respect of, and the termination of, the Existing Credit Agreements, (e)
(i) the consummation of the Debt Tender Offers and the Consent Solicitations and/or (ii) the
deposit of funds with the applicable trustees under the indentures governing the Existing Notes
sufficient to discharge the applicable Existing Notes or to effect covenant defeasance with respect
to the applicable Existing Notes, and (f) the payment of related fees and expenses.



     “Triad” shall have the meaning assigned to such term in the Preliminary Statement.



     “Triad Consent Solicitations” shall mean the consent solicitations pursuant to which Triad
will seek to amend certain of the provisions of the indentures governing the Existing Triad Notes.



     “Triad Debt Tender Offers” shall mean the offers by Triad to purchase on the Closing Date all
of the Existing Triad Notes.



     “Type”,  when used in respect of any Loan or Borrowing, shall refer to the Rate by reference
to which interest on such Loan or on the Loans comprising such Borrowing is determined. For
purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.



     “Unrestricted Subsidiary” shall mean any Subsidiary organized or acquired directly or
indirectly by Parent after the Closing Date that Parent designates as an “Unrestricted Subsidiary”
by written notice to the Administrative Agent. No Unrestricted Subsidiary may own any Equity
Interests of a Subsidiary; provided that, so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, Parent may redesignate any Unrestricted
Subsidiary as a “Subsidiary” by written notice to the Administrative Agent and by complying with
the applicable provisions of Section 5.12.









 



36


     “USA PATRIOT Act”  shall mean The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).



     “Voluntary Prepayment”  shall mean a prepayment of principal of Term Loans pursuant to Section
2.12 in any year to the extent that such prepayment reduces the scheduled installments of
principal due in respect of Term Loans in any subsequent year.



     “wholly owned Subsidiary”  of any person shall mean a subsidiary of such person of which
securities (except for directors’ qualifying shares) or other ownership interests representing
100% of the Equity Interests are, at the time any determination is being made, owned, Controlled
or held by such person or one or more wholly owned Subsidiaries of such person or by such person
and one or more wholly owned Subsidiaries of such person.



     “Withdrawal Liability”  shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.



     SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”; and the
words “asset” and “property” shall be construed as having the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts
and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any
reference in this Agreement to any Loan Document shall mean such document as amended, restated,
supplemented or otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes
to amend any covenant in Article VI or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if
the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI
or any related definition for such purpose), then the Borrower’s compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.



     SECTION 1.03. Pro Forma Calculations.  With respect to any period of four consecutive fiscal
quarters during which any Permitted Acquisition or Significant Asset Sale occurs, the Leverage
Ratio shall, for all purposes set forth herein, be calculated with









 



37

respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or
Significant Asset Sale (including, without duplication, (a) all pro forma adjustments permitted or
required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro
forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost
savings are factually supportable, are expected to have a continuing impact and have been realized
or are reasonably expected to be realized within 12 months following any such Permitted
Acquisition; provided that at the election of Parent, such pro forma adjustment shall not be
required to be determined for any Permitted Acquisition if the aggregate consideration paid in
connection with such acquisition is less than $100,000,000; provided further that all such
adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of
Parent), using, for purposes of making such calculations, the historical financial statements of
Parent, the Borrower and the Subsidiaries which shall be reformulated as if such Permitted
Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset
Sales that have been consummated during the period, had been consummated on the first day of such
period. In addition, solely for purposes of determining whether a Specified Transaction is
permitted hereunder (including whether such Specified Transaction would result in a Default or
Event of Default and whether the Leverage Ratio Condition would be met), the Leverage Ratio shall
be calculated on a pro forma basis as provided in the preceding sentence.




     SECTION 1.04. Classification of Loans and Borrowings.  For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a
“Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may
be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).



ARTICLE II




The Credits




     SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, (i) each Funded Term Loan Lender agrees, severally
and not jointly, to make a Funded Term Loan to the Borrower on the Closing Date, in a principal
amount not to exceed its Funded Term Loan Commitment, (ii) each Delayed Draw Term Loan Lender
agrees, severally and not jointly, to make Delayed Draw Term Loans to the Borrower from time to
time during the period commencing on the date hereof and ending on the Delayed Draw Commitment
Termination Date, in an aggregate principal amount not to exceed its Delayed Draw Term Loan
Commitment, and (iii) each Revolving Credit Lender agrees, severally and not jointly, to make
Revolving Loans to the Borrower, at any time and from time to time after the date hereof, and until
the earlier of the Revolving Credit Maturity Date and the
termination of the Revolving Credit Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not result









 



38


in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment.
Within the limits set forth in clause (iii) of the preceding sentence and subject to the terms,
conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow
Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.




     (b) Subject to the terms and conditions and relying upon the representations and warranties
set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender
having an Incremental Term Loan Commitment agrees, severally and not jointly, to make Incremental
Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term
Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be
reborrowed.



     SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable
Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being understood,
however, that no Lender shall be responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender). Except for Loans deemed made pursuant to Section
2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i)
an integral multiple of $1,000,000 (or, in the case of a Delayed Draw Term Borrowing, $10,000,000)
and not less than $3,000,000 (or, in the case of a Delayed Draw Term Borrowing, $50,000,000)
(except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the
related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available
balance of the applicable Commitments.



     (b) Subject to Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of
ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender
may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
Borrowings of more than one Type may be outstanding at the same time; provided, however, that the
Borrower shall not be entitled to request any Borrowing that, if made, would result in more than
fifteen Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.



     (c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds to such account in New York City as the Administrative Agent may designate not
later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account designated by the Borrower in the applicable Borrowing Request
or, if a Borrowing shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective Lenders.









 



39


     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing in accordance
with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If the Administrative Agent shall
have so made funds available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from
the date such amount is made available to the Borrower to but excluding the date such amount is
repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent
its cost of overnight or short-term funds (which determination shall be conclusive absent manifest
error). If such Lender shall not repay to the Administrative Agent such corresponding amount
within three Business Days after demand by the Administrative Agent, then the Administrative Agent
shall be entitled to recover such amount with interest thereon at the rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing, on demand, from the
Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such
amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this
Agreement.



     (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto
would end after the Revolving Credit Maturity Date.



     (f) If the Issuing Bank shall not have received from the Borrower the payment required to be
made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly
notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly
notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof.
Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the
Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such
Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City
time, on any day, not later than 10:00 a.m., New York City time, on the immediately following
Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it
being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b)
and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of
such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such
L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit
Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any
such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve
the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent
will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders.
The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the
Borrower pursuant to Section 2.23(e) prior to the time









 



40



that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such
amounts received by the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the
Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made
its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided
above, such Lender and the Borrower severally agree to pay interest on such amount, for each day
from and including the date such amount is required to be paid in accordance with this paragraph
to but excluding the date such amount is paid, to the Administrative Agent for the account of the
Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender,
for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the
Alternate Base Rate.



     SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other than a Swingline
Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not
apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business
Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00
(noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to
the Administrative Agent of a written Borrowing Request and shall specify the following
information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an
Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a
Business Day); (iii) the number and location of the account to which funds are to be disbursed;
(iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the
Interest Period with respect thereto; provided, however, that, notwithstanding any contrary
specification in any Borrowing Request, each requested Borrowing shall comply with the requirements
set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such
notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect
to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to
have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly
advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents
thereof), and of each Lender’s portion of the requested Borrowing.



     SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender (i) the principal
amount of each Term Loan of such Lender as provided in Section 2.11 and (ii) the then unpaid
principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date. The
Borrower hereby promises to pay to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the Revolving Credit Maturity Date.









 



41


     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.



     (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share
thereof.



     (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall
be prima facie evidence of the existence and amounts of the obligations therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans
in accordance with their terms.



     (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note.
In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to
such Lender and its registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive such a promissory note, the interests represented
by such note shall at all times (including after any assignment of all or part of such interests
pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee
named therein or its registered assigns.



     SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through
the Administrative Agent, on the last Business Day of March, June, September and December in each
year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be
terminated as provided herein, a commitment fee (a
“Revolving Credit Commitment Fee”)  equal to the
Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the Revolving Credit
Commitment of such Lender during the preceding quarter (or other period commencing with the date
hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit
Commitments of such Lender shall expire or be terminated). The Borrower agrees to pay to each
Lender, through the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on the date on which the Delayed Draw Term Loan Commitment of such
Lender shall expire or be terminated as provided herein, a commitment fee (a “Term Commitment
Fee”) equal to the Applicable Term Commitment Fee Rate per annum on the daily unused amount of the
Delayed Draw Term Loan Commitment of such Lender during the preceding quarter (or other period
commencing with the date hereof or ending with the Delayed Draw Commitment Termination Date or the
date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be terminated).
All Commitment Fees shall









 



42

be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes
of calculating Revolving Credit Commitment Fees only, no portion of the Revolving Credit
Commitments shall be deemed utilized as a result of outstanding Swingline Loans.




     (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the
administrative fees set forth in the Fee Letter at the times and in the amounts specified therein
(the “Administrative Agent Fees”).



     (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the
Administrative Agent, on the last Business Day of March, June, September and December of each year
and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as
provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata
Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with
the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters
of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders
shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to
time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar
Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit
the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank
(the “Issuing Bank Fees”); provided that each such fronting fee charged from time to time shall
not exceed 0.25% per annum of the aggregate undrawn face amount of the then outstanding Letters of
Credit. All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.



     (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the
Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be
refundable under any circumstances.



     SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans
comprising each ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be,
when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360
days at all other times and calculated from and including the date of such Borrowing to but
excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus
the Applicable Percentage in effect from time to time.



     (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Percentage in effect from time to time. Notwithstanding
anything herein to the contrary, the









 



43

Adjusted LIBO Rate for each initial Interest Period for Borrowings of Eurodollar Delayed Draw Term
Loans shall be equal to the Adjusted LIBO Rate in respect of the corresponding Interest Periods to
which such Eurodollar Delayed Draw Term Loans are allocated as contemplated by the definition of
the term “Interest Period”.




     (c) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such
Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or
Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be,
shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.



     SECTION 2.07. Default Interest. If the Borrower shall default in the payment of any principal
of or interest on any Loan or any other amount due hereunder, by acceleration or otherwise, or
under any other Loan Document, then, until such defaulted amount shall have been paid in full, to
the extent permitted by law, such defaulted amount shall bear interest (after as well as before
judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable to
such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per
annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days,
as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at
all other times) equal to the rate that would be applicable to an ABR Revolving Loan plus 2.00% per
annum.



     SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day
two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the
Administrative Agent shall have determined that dollar deposits in the principal amounts of the
Loans comprising such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest
Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such determination, until the
Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing
pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent under this Section 2.08 shall be conclusive absent
manifest error.



     SECTION 2.09. Termination and Reduction of Commitments. (a) The Term Loan Commitments (other
than (i) the Delayed Draw Term Loan Commitments, which shall be reduced pro tanto by the making of
Delayed Draw Term Loans and which shall terminate on the Delayed Draw Commitment Termination Date,
and (ii) any Incremental Term Loan Commitments, which shall terminate as provided in the related
Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the
Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment
shall automatically terminate on the Revolving Credit Maturity Date. The









 




44

L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the
Revolving Credit Commitments and (ii) the date 10 Business Days prior to the Revolving Credit
Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at
5:00 p.m., New York City time, on October 31, 2007, if the initial Credit Event shall not have
occurred by such time.




     (b) Upon at least three Business Days’ prior written or fax notice to the Administrative
Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Swingline
Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the
Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum
amount of $3,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an
integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iii) the Total Revolving
Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving
Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09
shall be irrevocable; provided that a notice of termination of the Term Loan Commitments, the
Revolving Credit Commitments or the Swingline Commitment delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar
agreements or any other event, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied.



     (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder
shall be made ratably among the Lenders in accordance with their respective applicable
Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable
Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such termination or
reduction.



     SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower shall have the right at
any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00
(noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar
Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three
Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional
Interest Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior
to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another
permissible Interest Period, subject in each case to the following:




     (i) each conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans comprising the converted or
continued Borrowing;









 



45



     (ii) if less than all the outstanding principal amount of any Borrowing shall be
converted or continued, then each resulting Borrowing shall satisfy the limitations
specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number
of Borrowings of the relevant Type;




     (iii) each conversion shall be effected by each Lender and the Administrative Agent by
recording for the account of such Lender the new Loan of such Lender resulting from such
conversion and reducing the Loan (or portion thereof) of such Lender being converted by an
equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof)
being converted shall be paid by the Borrower at the time of conversion;




     (iv) if any Eurodollar Borrowing is converted at a time other than the end of the
Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due
to the Lenders pursuant to Section 2.16;




     (v)
any portion of a Borrowing maturing or required to be repaid in less than one
month may not be converted into or continued as a Eurodollar Borrowing;




     (vi) any portion of a Eurodollar Borrowing that cannot be converted into or continued
as a Eurodollar Borrowing by reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period in effect for such Borrowing
into an ABR Borrowing;




     (vii) no Interest Period may be selected for any Eurodollar Term Borrowing that would
end later than a Repayment Date occurring on or after the first day of such Interest
Period if, after giving effect to such selection, the aggregate outstanding amount of (A)
the Eurodollar Term Borrowings comprised of Funded Term Loans, Delayed Draw Term Loans or
Other Term Loans, as applicable, with Interest Periods ending on or prior to such
Repayment Date and (B) the ABR Term Borrowings comprised of Funded Term Loans, Delayed
Draw Term Loans or Other Term Loans, as applicable, would not be at least equal to the
principal amount of Term Borrowings to be paid on such Repayment Date; and




     (viii) upon notice to the Borrower from the Administrative Agent given at the request
of the Required Lenders, after the occurrence and during the continuance of a Default or
Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar
Loan.



     Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be
converted or continued, (ii) whether such Borrowing is to be converted to or continued as a
Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to
or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest
Period is specified in any such









 



46

notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower
shall be deemed to have selected an Interest Period of one month’s duration. The Administrative
Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each
Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given
notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert
such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be continued into an ABR Borrowing.




     SECTION
2.11. Repayment of Term Borrowings. (a) (i) The Borrower shall pay to the
Administrative Agent, for the account of the Funded Term Loan Lenders, on the dates set forth
below, or if any such date is not a Business Day, on the next preceding Business Day (each such
date being called a “Funded Term Loan Repayment
Date”), a principal amount of the Funded Term Loans
(as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(g) and 2.24(d)) equal to
the amount set forth below for such date, together in each case with accrued and unpaid interest on
the principal amount to be paid to but excluding the date of such payment:



	 	 	 	 	 
	Repayment Date	 	Amount
	December 31, 2007
	 	$	15,162,500	 
	March 31, 2008
	 	$	15,162,500	 
	June 30, 2008
	 	$	15,162,500	 
	September 30, 2008
	 	$	15,162,500	 
	December 31, 2008
	 	$	15,162,500	 
	March 31, 2009
	 	$	15,162,500	 
	June 30, 2009
	 	$	15,162,500	 
	September 30, 2009
	 	$	15,162,500	 
	December 31, 2009
	 	$	15,162,500	 
	March 31, 2010
	 	$	15,162,500	 
	June 30, 2010
	 	$	15,162,500	 
	September 30, 2010
	 	$	15,162,500	 
	December 31, 2010
	 	$	15,162,500	 
	March 31, 2011
	 	$	15,162,500	 
	June 30, 2011
	 	$	15,162,500	 
	September 30, 2011
	 	$	15,162,500	 
	December 31, 2011
	 	$	15,162,500	 
	March 31, 2012
	 	$	15,162,500	 
	June 30, 2012
	 	$	15,162,500	 
	September 30, 2012
	 	$	15,162,500	 
	December 31, 2012
	 	$	15,162,500	 
	March 31, 2013
	 	$	15,162,500	 
	June 30, 2013
	 	$	15,162,500	 
	September 30, 2013
	 	$	15,162,500	 
	December 31, 2013
	 	$	15,162,500	 
	March 31, 2014
	 	$	15,162,500	 












 



47


	 	 	 	 	 
	Repayment Date	 	Amount
	June 30, 2014
	 	$	15,162,500	 
	Term Loan Maturity Date
	 	$	5,655,612,500	 






     (ii) The Borrower shall pay to the Administrative Agent, for the account of the Delayed Draw
Term Loan Lenders, on the dates set forth below, or if any such date is not a Business Day, on the
next preceding Business Day (each such date being called a “Delayed Draw Term Loan Repayment
Date”), a principal amount of the Delayed Draw Term Loans (as adjusted from time to time pursuant
to Sections 2.11(b), 2.12, 2.13(g) and 2.24(d)) equal to the percentage set forth below for such
date of the aggregate principal amount of the Delayed Draw Term Loans outstanding on the Delayed
Draw Commitment Termination Date (after giving effect to any Delayed Draw Term Loans to be made on
such date), together in each case with accrued and unpaid interest on the principal amount to be
paid to but excluding the date of such payment:



	 	 	 	 	 
	Repayment Date	 	Amount
	March 31, 2009

	 	 	0.25	%
	June 30, 2009

	 	 	0.25	%
	September 30, 2009

	 	 	0.25	%
	December 31, 2009

	 	 	0.25	%
	March 31, 2010

	 	 	0.25	%
	June 30, 2010

	 	 	0.25	%
	September 30, 2010

	 	 	0.25	%
	December 31, 2010

	 	 	0.25	%
	March 31, 2011

	 	 	0.25	%
	June 30, 2011

	 	 	0.25	%
	September 30, 2011

	 	 	0.25	%
	December 31, 2011

	 	 	0.25	%
	March 31, 2012

	 	 	0.25	%
	June 30, 2012

	 	 	0.25	%
	September 30, 2012

	 	 	0.25	%
	December 31, 2012

	 	 	0.25	%
	March 31, 2013

	 	 	0.25	%
	June 30, 2013

	 	 	0.25	%
	September 30, 2013

	 	 	0.25	%
	December 31, 2013

	 	 	0.25	%
	March 31, 2014

	 	 	0.25	%
	June 30, 2014


	 	 	0.25
	
%
	
Term Loan Maturity Date

	 	 	94.50	
%






     (iii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental
Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term
Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(g)) equal to the
amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement,
together in each case with









 



48

accrued and unpaid interest on the principal amount to be paid to but excluding the date of such
payment.




     (b) In the event and on each occasion that the Term Loan Commitments shall be reduced or
shall expire or terminate other than as a result of the making of a Term Loan, the installments
payable on each Repayment Date shall be reduced pro rata by an aggregate amount equal to the
amount of such reduction, expiration or termination.



     (c) To the extent not previously paid, all Funded Term Loans, Delayed Draw Term Loans and
Other Term Loans shall be due and payable on the Term Loan Maturity Date (in the case of the
Funded Term Loans and the Delayed Draw Term Loans) and the Incremental Term Loan Maturity Date (in
the case of the Other Term Loans), together with accrued and unpaid interest on the principal
amount to be paid to but excluding the date of payment.



     (d) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall
otherwise be without premium or penalty.



     SECTION 2.12. Optional Prepayment. (a) The Borrower shall have the right at any time and from
time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’
prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in
the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by
written or fax notice) at least one Business Day prior to the date of prepayment in the case of
ABR Loans, to the Administrative Agent before 11:00 a.m., New York City time; provided, however,
that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and
not less than $3,000,000.



     (b) Optional prepayments of Term Loans shall be applied as directed by the Borrower, and if
no such direction is provided, pro rata against the remaining scheduled installments of principal
due in respect of the Term Loans under Section 2.11.



     (c) Each notice of prepayment shall specify the prepayment date and the principal amount of
each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the
Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided
that a notice of prepayment may state that such notice is conditioned upon the effectiveness of
other credit facilities, indentures or similar agreements or any other event, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments
under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in
connection with the termination or permanent reduction of the Revolving Credit Commitments) shall
be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.









 



49


     SECTION 2.13. Mandatory Prepayments.  (a) In the event of any termination of all the Revolving
Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its
outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause
to be canceled (or make other arrangements satisfactory to the Administrative Agent and the
Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any
partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate
Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower
shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit
Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be
canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank
with respect to) Letters of Credit in an amount sufficient to eliminate such excess.



     (b) Not later than the fifth Business Day after the earlier of (i) the receipt of aggregate
Net Cash Proceeds in respect of Asset Sales in excess of $50,000,000 and (ii) the first
anniversary of the Borrower’s most recent prepayment pursuant to this Section 2.13(b), the Borrower
shall apply 100% of the Net Cash Proceeds so received (and not yet used to prepay Term Loans
pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with Section
2.13(g); provided that, if no such prepayments shall have been made prior to the first anniversary
of the Closing Date, the Borrower shall, at such time, apply the Net Cash Proceeds (if any)
received to such date to prepay outstanding Term Loans in accordance with Section 2.13(g).



     (c) No later than 95 days after the end of each fiscal year of the Borrower, commencing with
the fiscal year ending on December 31, 2008, the Borrower shall prepay outstanding Term Loans in
accordance with Section 2.13(g) in an aggregate principal amount equal to (x) 50% of Excess Cash
Flow for the fiscal year then ended minus (y) Voluntary Prepayments made during such fiscal year;
provided that such percentage shall be reduced to 25% if the Leverage Ratio as of the end of such
fiscal year was less than 4.50 to 1.00 but equal to or greater than 3.50 to 1.00 and such
percentage shall be reduced to zero (i.e., no payments shall be required pursuant to this Section
2.13(c)) if the Leverage Ratio as of the end of such fiscal year was less than 3.50 to 1.00.



     (d) In the event that Parent or any of its subsidiaries shall receive Net Cash Proceeds from
the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from
the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01 (other than
Sections 6.01(f) and 6.01(o)), the Borrower shall, substantially simultaneously with (and in any
event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds
by Parent or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds (or, in the
case of Permitted Additional Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000)
to prepay outstanding Term Loans in accordance with Section 2.13(g).









 



50


     (e) To the extent Parent or any of its subsidiaries shall receive Net Cash Proceeds in excess
of $300,000,000 from the consummation of a Permitted Receivables Transaction, the Borrower shall,
substantially simultaneously with (and in any event not later than the fifth Business Day next
following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount
equal to 100% of the amount of such Net Cash Proceeds so in excess of $300,000,000 to prepay
outstanding Term Loans in accordance with Section 2.13(g).



     (f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the
Administrative Agent at the time and in the manner specified by the Administrative Agent, to
decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this
Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be
offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the
right to decline any prepayment with Declined Proceeds at the time and in the manner specified by
the Administrative Agent). To the extent such Term Lenders elect to decline their pro rata shares
of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower.



     (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated
pro rata among the Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans and first
applied in order of maturity of the scheduled installments of principal due in respect of the
Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans
under Sections 2.11(a)(i),
(ii) and (iii) for the first eight installments following such mandatory prepayment (commencing
with the first such scheduled installment pursuant to
Sections 2.11(a)(i), (ii) and (iii)) and, if
applicable, thereafter applied pro rata against the remaining scheduled installments of principal
due in respect of the Funded Term Loans, Delayed Draw Term Loans and the Other Term Loans under
Sections 2.11(a)(i), (ii) and (iii), respectively; provided, however, that, if at the time of any
prepayment pursuant to this Section 2.13 there shall be Term Borrowings of different Types or
Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders
shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory
prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term
Lenders. If no Term Lenders exercise the right to waive a given mandatory prepayment of the Term
Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of
such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full
extent thereof before application to Term Loans that are Eurodollar Loans in a manner that
minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.



     (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment
required under this Section 2.13(b), (c), (d) or (e), as applicable, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount
of such prepayment and (ii) to the extent practicable, at least two days prior written notice of
such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan
being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All
prepayments of Borrowings









 



51

under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium
or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be
prepaid to but excluding the date of payment (which interest amounts shall reduce the amount of
Net Cash Proceeds required to be applied to prepay the Loans).




     SECTION 2.14. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except
any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such
Lender or the Issuing Bank or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein,
and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing
Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or
maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce
the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether
of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be
material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, from
time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.



     (b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding
capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or
the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding
company, if any, as a consequence of this Agreement or the Loans made or participations in Letters
of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing
Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or
the Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such
Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
for any such reduction suffered.



     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as
specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as
due on any such certificate delivered by it within 30 days after its receipt of the same.









 



52


     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for
any increased costs or reduction in amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such
compensation; provided that the Borrower shall not be under any obligation to compensate any
Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or
reductions with respect to any period prior to the date that is 120 days prior to such request if
such Lender or the Issuing Bank knew or could reasonably have been expected to know of the
circumstances giving rise to such increased costs or reductions and of the fact that such
circumstances would result in a claim for increased compensation by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to any increased
costs or reductions arising out of the retroactive application of any Change in Law within such
120-day period. The protection of this Section shall be available to each Lender and the Issuing
Bank regardless of any possible contention of the invalidity or inapplicability of the Change in
Law that shall have occurred or been imposed.



     SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision of this Agreement,
if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan
or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan,
then, by written notice to the Borrower and to the Administrative Agent:




     (i) such Lender may declare that Eurodollar Loans will not thereafter (for the
duration of such unlawfulness) be made by such Lender hereunder (or be continued for
additional Interest Periods) and ABR Loans will not thereafter (for such duration) be
converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to
convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing
for an additional Interest Period) shall, as to such Lender only, be deemed a request for
an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest
Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such
declaration shall be subsequently withdrawn; and




     (ii) such Lender may require that all outstanding Eurodollar Loans made by it be
converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically
converted to ABR Loans as of the effective date of such notice as provided in paragraph
(b) below.


In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and
prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that
would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead
be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion
of, such Eurodollar Loans.




     (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be
effective as to each Eurodollar Loan made by such Lender, if lawful, on the last









 



53

day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice
shall be effective on the date of receipt by the Borrower.




     SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender against any loss or expense
that such Lender may sustain or incur as a consequence of (a) any event, other than a default by
such Lender in the performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar
Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan,
in each case other than on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) not being made after notice of such Loan shall have
been given by the Borrower hereunder (any of the events referred to in this clause (a) being called
a “Breakage Event”) or (b) any default in the making of any payment or prepayment of any Eurodollar
Loan required to be made hereunder. In the case of any Breakage Event, such loss shall include an
amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining
funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the
date of such Breakage Event to the last day of the Interest Period in effect (or that would have
been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender
in redeploying the funds released or not utilized by reason of such Breakage Event for such period.
A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to
receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive
absent manifest error.



     SECTION 2.17. Pro Rata Treatment. Except as provided below in this Section 2.17 with respect
to Swingline Loans and as required under Section 2.13(f) or 2.15, each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of
the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit
Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a
Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their
respective applicable Commitments (or, if such Commitments shall have expired or been terminated,
in accordance with the respective principal amounts of their outstanding Loans). For purposes of
determining the available Revolving Credit Commitments of the Lenders at any time, each
outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of
the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in
accordance with such respective Revolving Credit Commitments. Each Lender agrees that in computing
such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole
dollar amount.



     SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise
of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party,
or pursuant to a secured claim under Section 506 of Title 11 of the









 



54

United States Code or other security or interest arising from, or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan
or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and
participations in L/C Disbursements shall be proportionately less than the unpaid principal portion
of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such
other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and
participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal
amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or
counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding
prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however,
that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18
and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or
adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower and Parent expressly consent to the foregoing
arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed
to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim
with respect to any and all moneys owing by the Borrower and Parent to such Lender by reason
thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such
participation.




     SECTION 2.19. Payments. (a) The Borrower shall make each payment (including principal of or
interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and
under any other Loan Document not later than 1:00 p.m., New York City time, on the date when due
in immediately available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing Bank, and (ii)
principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender
except as otherwise provided in Section 2.22(e)) shall be made to the Administrative Agent at its
offices at Eleven Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly
distribute to each Lender any payments received by the Administrative Agent on behalf of such
Lender.



     (b) Except as otherwise expressly provided herein, whenever any payment (including principal
of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of interest or Fees, if applicable.



     (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for









 



55



the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if the Borrower does not in fact
make such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender, and to pay interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at a rate
determined by the Administrative Agent to represent its cost of overnight or short-term funds
(which determination shall be conclusive absent manifest error).



     SECTION 2.20. Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if the
Borrower or any other Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) the
Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party
shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.



     (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



     (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the Borrower or any other
Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto; provided that the
Borrower shall not be obligated to so indemnify any Lender, the Administrative Agent or the
Issuing Bank in respect of interest or penalties attributable to any Indemnified Taxes or Other
Taxes to the extent that such interest or penalties resulted solely from the gross negligence or
willful misconduct of the Administrative Agent or such Lender or the Issuing Bank. A certificate
as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing
Bank, or by the Administrative Agent on behalf of itself, a Lender or the Issuing Bank, shall be
conclusive absent manifest error.



     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a









 



56



receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.



     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without withholding or at a
reduced rate.



     SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In
the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation
pursuant to Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the
Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.20 or (iv) any Lender refuses to consent to any amendment, waiver or other
modification of any Loan Document requested by the Borrower that requires the consent of a greater
percentage of the Lenders than the Required Lenders and such amendment, waiver or other
modification is consented to by the Required Lenders, the Borrower may, at its sole expense and
effort (including with respect to the processing and recordation fee referred to in Section
9.04(b)), upon notice to such Lender or the Issuing Bank, as the case may be, and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its
interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all
of its interests, rights and obligation with respect to the Class of Loans or Commitments that is
the subject of the related consent, amendment, waiver or other modification) to an Eligible
Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall
consent to such requested amendment, waiver or other modification of any Loan Document (which
Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x)
such assignment shall not conflict with any law, rule or regulation or order of any court or other
Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of
the Issuing Bank and the Swingline Lender), which consents shall not unreasonably be withheld or
delayed, and (z) the Borrower or such Eligible Assignee shall have paid to the affected Lender or
the Issuing Bank in immediately available funds an amount equal to the sum of the principal of and
interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such
Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account
of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under
Sections 2.14 and 2.16); provided further that, if prior to any such transfer and assignment the
circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for compensation
under Section 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the
case may be, cease to









 



57

cause such Lender or the Issuing Bank to suffer increased costs or reductions in amounts received
or receivable or reduction in return on capital, or cease to have the consequences specified in
Section 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be
(including as a result of any action taken by such Lender or the Issuing Bank pursuant to
paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further
compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its
notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in
respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent
or other modification, as the case may be, then such Lender or the Issuing Bank shall not
thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby
grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with
an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and
Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the
circumstances contemplated by this Section 2.21(a).




     (b) If
(i) any Lender or the Issuing Bank shall request compensation under Section 2.14, (ii)
any Lender or the Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is
required to pay any additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender
or the Issuing Bank shall use reasonable efforts (which shall not require such Lender or the
Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any
action inconsistent with its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any certificate or document
reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and
transfer its obligations hereunder to another of its offices, branches or affiliates, if such
filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to
withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section
2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender or the Issuing Bank in connection with any such filing or
assignment, delegation and transfer.



     SECTION 2.22. Swingline Loans. (a) Swingline Commitment. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, the Swingline Lender agrees
to make loans to the Borrower at any time and from time to time on and after the Closing Date and
until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving
Credit Commitments, in an aggregate principal amount at any time outstanding that will not result
in (i) the aggregate principal amount of all Swingline Loans exceeding $50,000,000 in the
aggregate or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline
Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in a principal
amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or
reduced from time to time as provided herein. Within the foregoing limits, the Borrower may
borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and
limitations set forth herein.









 



58


     (b) Swingline Loans. The Borrower shall notify the Swingline Lender by fax, or by telephone
(promptly confirmed by fax), not later than 12:00 (noon), New York City time, on the day of a
proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable
and shall refer to this Agreement and shall specify the requested date (which shall be a Business
Day) and amount of such Swingline Loan and the wire transfer instructions for the account of the
Borrower to which the proceeds of the Swingline Loan should be disbursed. The Swingline Lender
shall make each Swingline Loan by wire transfer to the account specified in such request.



     (c) Prepayment. The Borrower shall have the right at any time and from time to time to
prepay any Swingline Loan, in whole or in part, upon giving written or fax notice (or telephone
notice promptly confirmed by written, or fax notice) to the Swingline Lender before 12:00 (noon),
New York City time, on the date of prepayment at the Swingline Lender’s address for notices
specified in Section 9.01.



     (d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to the provisions of
Section 2.07, shall bear interest as provided in Section 2.06(a).



     (e) Participations. The Swingline Lender may by written notice given to the Administrative
Agent not later than 1:00 p.m., New York City time, on any Business Day
require the Revolving Credit Lenders to acquire participations on such Business Day in all or
a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount
of Swingline Loans in which Revolving Credit Lenders will participate. The Administrative
Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender,
specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans.
In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata
Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of Default, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph
by wire transfer of immediately available funds, in the same manner as provided in Section
2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis
mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other person on behalf of the Borrower)
in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the










 



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Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph
and to the Swingline Lender, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or other person liable
for obligations of the Borrower) of any default in the payment thereof.




     SECTION 2.23. Letters of Credit. (a) General. Subject to the terms and conditions herein set
forth, the Borrower may request the issuance of a Letter of Credit for its own account or for the
account of any of the Subsidiaries (in which case the Borrower and such Subsidiary shall be
co-applicants with respect to such Letter of Credit), in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time while the L/C
Commitment remains in effect. This Section shall not be construed to impose an obligation upon the
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to
request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter
of Credit), the Borrower shall hand deliver or fax to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, the date of issuance,
amendment, renewal or extension, the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) below), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be
necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if, and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving
effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not
exceed $200,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the
Total Revolving Credit Commitment.



     (c) Expiration Date. Each Letter of Credit shall expire at the close of business on the
earlier of the date one year after the date of the issuance of such Letter of Credit and the date
that is five Business Days prior to the Revolving Credit Maturity Date, unless such Letter of
Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit may,
upon the request of the Borrower, include a provision whereby such Letter of Credit shall be
renewed automatically for additional consecutive periods of 12 months or less (but not beyond the
date that is five Business Days prior to the Revolving Credit Maturity Date) unless the Issuing
Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified
in such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit
will not be renewed.



     (d) Participations. By the issuance of a Letter of Credit and without any further
action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each
Revolving Credit Lender, and each such Lender hereby acquires from the Issuing









 



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Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the
aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of
such Letter of Credit (or, in the case of the Existing Letters of Credit, effective upon the
Closing Date). In consideration and in furtherance of the foregoing, each Revolving Credit Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by the
Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided in Section
2.02(f). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or an Event of Default, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.



     (e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement in respect of a Letter
of Credit, the Borrower shall pay to the Administrative Agent an amount equal to such L/C
Disbursement not later than 1:00 p.m., New York City time, on the immediately following Business
Day after the Issuing Bank notifies the Borrower thereof.



     (f) Obligations Absolute. The Borrower’s obligations to reimburse L/C Disbursements as
provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and all circumstances
whatsoever, and irrespective of:




     (i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein;




     (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document;




     (iii) the existence of any claim, setoff, defense or other right that the Borrower,
any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or
other Affiliate thereof or any other person may at any time have against the beneficiary
under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or
any other person, whether in connection with this Agreement, any other Loan Document or
any other related or unrelated agreement or transaction;




     (iv) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;









 



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     (v) payment by the Issuing Bank under a Letter of Credit against presentation of a
draft or other document that does not comply with the terms of such Letter of Credit; and




     (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the
Lenders, the Administrative Agent or any other person or any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of the Borrower’s
obligations hereunder.



     Without limiting the generality of the foregoing, it is expressly understood and agreed that
the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements
will not be excused by the gross negligence or willful misconduct of the Issuing Bank. However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank’s gross negligence, bad faith or willful misconduct in
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. It is further understood and agreed that the Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further investigation, regardless
of any notice or information to the contrary and, in making any payment under any Letter of Credit
(i) the Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of
Credit as to any and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder
equals the amount of such draft and whether or not any document presented pursuant to such Letter
of Credit proves to be insufficient in any respect, if such document on its face appears to be in
order, and whether or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or
untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in each case, be
deemed not to constitute gross negligence or willful misconduct of the Issuing Bank.



     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. The
Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the
Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has
made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Revolving Credit Lenders with respect to any such L/C Disbursement.



     (h) Interim Interest. If the Issuing Bank shall make any L/C Disbursement in respect of a
Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such
date, the unpaid amount thereof shall bear interest for the









 



62

account of the Issuing Bank, for each day from and including the date of such L/C Disbursement, to
but excluding the earlier of the date of payment by the Borrower or the date on which interest
shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would
apply to such amount if such amount were an ABR Revolving Loan.




     (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign at any time by
giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower,
and may be removed at any time by the Borrower by notice to the Issuing Bank, the Administrative
Agent and the Lenders. Upon the acceptance of any appointment as the Issuing Bank hereunder by a
Lender that shall agree to serve as successor Issuing Bank, such successor shall succeed to and
become vested with all the interests, rights and obligations of the retiring Issuing Bank. At the
time such removal or resignation shall become effective, the Borrower shall pay all accrued and
unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any appointment as the Issuing Bank
hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor,
in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the
effective date of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and
(ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the resignation or removal of the Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents
with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not
be required to issue additional Letters of Credit.



     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, the
Borrower shall, on the Business Day it receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders
holding participations in outstanding Letters of Credit representing greater than 50% of the
aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be
deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit
Lenders, an amount in cash equal to the L/C Exposure as of such date. Such deposit shall be held by
the Collateral Agent as collateral for the payment and performance of the Obligations. The
Collateral Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits in
Permitted Investments, which investments shall be made at the option and sole discretion of the
Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall (i) automatically be
applied by the Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for which
it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of
the Borrower for the L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding participations in
outstanding Letters of









 



63

Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of
Credit), be applied to satisfy the Obligations. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days
after all Events of Default have been cured or waived.




     (k) Additional
Issuing Banks. The Borrower may, at any time and from time to time with the
consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)
and such Lender, designate one or more additional Lenders to act as an issuing bank under the
terms of this Agreement. Any Lender designated as an issuing bank pursuant to this paragraph (k)
shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of
Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such
term shall thereafter apply to the other Issuing Bank and such Lender.



     (l) Delivery of Certain Fulton Bonds. Pursuant to the Fulton Bond Pledge Agreement, the
Borrower has agreed that, in accordance with the terms of the Fulton Indenture, Fulton Bonds
purchased with the proceeds of any Tender Draft and not remarketed on the date of such Tender Draft
shall be delivered by the respective Tender Agent to the Collateral Agent as designee of the
Issuing Bank, to be held by the Collateral Agent in pledge as collateral securing the L/C
Disbursements arising from the purchase of such Fulton Bonds with the proceeds of such Tender Draft
until such time as all such L/C Disbursements have been paid in full. The Fulton Bonds so delivered
to the Collateral Agent shall, at the request of the Collateral Agent, be registered in the name of
the Collateral Agent or its designee, as pledgee of the Borrower, as provided in the Fulton Bond
Pledge Agreement.



     SECTION 2.24. Incremental Term Loans. (a) The Borrower may, by written notice to the
Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not
to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may
include any existing Lender; provided that each Incremental Term Lender, if not already a Lender
hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not
be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the
Incremental Term Loan Commitments being requested (which shall be in minimum increments of
$1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining
Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are
requested to become effective (which shall not be less than 10 days nor more than 60 days after
the date of such notice and which shall be no earlier than the Delayed Draw Termination Date (or
such earlier date upon which all Delayed Draw Term Loan Commitments shall have expired)), and
(iii) whether such Incremental Term Loan Commitments are commitments to make additional Funded
Term Loans, additional Delayed Draw Term Loans or commitments to make term loans with terms
different from the Funded Term Loans and the Delayed Draw Term Loans
(“Other Term Loans”).









 



64


     (b) The Borrower and each Incremental Term Lender shall execute and deliver to the
Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as
the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment
of each Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the
terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written
consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no
earlier than the Term Loan Maturity Date, (ii) the average life to maturity of the Other Term Loans
shall be no shorter than the average life to maturity of the Term Loans and (iii) if the initial
yield (excluding upfront or arrangement fees payable to the arranger, if any, of such loan) on such
Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the
margin above the Adjusted LIBO Rate on such Other Term Loans and (y) if such Other Term Loans are
initially made at a discount or the Lenders making the same (as opposed to the arranger, if any,
thereof) receive a fee directly or indirectly from Parent, the Borrower or any Subsidiary for doing
so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being
referred to herein as “OID”), the amount of
such OID divided by the lesser of (A) the
average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis
points (the amount of such excess above 50 basis points being referred to herein as the “Yield
Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the
Applicable Percentage then in effect for Term Loans shall automatically be increased by the Yield
Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption
Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental
Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to
the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment
and the Incremental Term Loans evidenced thereby.



     (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective
under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in
paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a Financial Officer of the
Borrower, and (ii) except as otherwise specified in the applicable Incremental Term Loan
Assumption Agreement, the Administrative Agent shall have received legal opinions, board
resolutions and other closing certificates reasonably requested by the Administrative Agent and
consistent with those delivered on the Closing Date under Section 4.02.



     (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in
consultation with the Borrower, take any and all action as may be reasonably necessary to ensure
that all Incremental Term Loans (other than Other Term Loans), when originally made, are included
in each Borrowing of outstanding Funded Term Loans or Delayed Draw Term Loans, as the case may be,
on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term
Borrowing of the applicable Class to be converted into an ABR Term Borrowing of such Class on the
date of each Incremental Term Loan, or by allocating a portion of each Incremental Term









 



65



Loan to each outstanding Eurodollar Term Borrowing of the applicable Class on a pro rata basis.
Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall
be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing
Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest
Period and the other economic consequences thereof shall be as set forth in the applicable
Incremental Term Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans
are not Other Term Loans, the scheduled amortization payments under Section 2.11 (a)(i) required
to be made after the making of such Incremental Term Loans shall be ratably increased by the
aggregate principal amount of such Incremental Term Loans.



ARTICLE III




Representations and Warranties




     Each of Parent and the Borrower represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders that:


     SECTION
3.01. Organization; Powers. Each of the Loan Parties (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, except, with
respect to Loan Parties other than Parent or the Borrower, to the extent that the failure of such
Loan Parties to be in good standing could not reasonably be expected to have a Material Adverse
Effect, (b) has all requisite power and authority to own its property and assets and to carry on
its business as now conducted and as proposed to be conducted, except to the extent that the
failure to possess such power and authority could not reasonably be expected to result in a
Material Adverse Effect, (c) is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required, except where the failure so to qualify could
not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and
authority to execute, deliver and perform its obligations under each of the Loan Documents and
each other agreement or instrument contemplated thereby to which it is or will be a party and, in
the case of the Borrower, to borrow hereunder.




     SECTION 3.02. Authorization. The execution, delivery and performance by the Loan Parties of
the Loan Documents to which they are a party and the making of the Borrowings hereunder and the
consummation of the Merger (a) have been duly authorized by all requisite corporate and, if
required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule
or regulation, or of the certificate or articles of incorporation or other constitutive documents
or by-laws of Parent, the Borrower or any Subsidiary, (B) any order of any Governmental Authority
or (C) any provision of any indenture, agreement or other instrument to which Parent, the Borrower
or any Subsidiary is a party or by which any of them or any of their property is or may be bound,
except as could not reasonably be expected to result in a Material Adverse Effect, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both)
a default under, or give rise to any right to accelerate or to require the prepayment, repurchase
or redemption of any obligation under any such indenture, agreement or other instrument, except as
could not reasonably be expected to result in a









 



66

Material Adverse Effect or (iii) result in the creation or imposition of any Lien upon or with
respect to any property or assets now owned or hereafter acquired by Parent, the Borrower or any
Subsidiary (other than any Lien created hereunder or under the Security Documents or permitted
pursuant to Section 6.02).




     SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by Parent
and the Borrower and constitutes, and each other Loan Document when executed and delivered by each
Loan Party thereto will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against such Loan Party in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



     SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be required in connection
with the execution, delivery and performance by the Loan Parties of the Loan Documents to which
they are a party or the Merger Agreement and the making of the Borrowings hereunder, except for (a)
the filing of Uniform Commercial Code financing statements and filings with the United States
Patent and Trademark Office and the United States Copyright Office, (b) recordation of the
Mortgages and other filings and recordings in respect of Liens created pursuant to the Security
Documents, (c) such as have been made or obtained and are in full force and effect and (d) such
actions, consents, approvals, registrations or filings which the failure to obtain or make could
not reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.05. Financial Statements. (a) Parent has heretofore furnished to the Lenders its
consolidated balance sheets and related statements of income, stockholders’ equity and cash flows
of each of (i) Parent and (ii) Triad, in each case as of and for the 2006 fiscal year, audited by
and accompanied by the opinion of Deloitte & Touche LLP (in the case of Parent) or Ernst & Young
LLP (in the case of Triad), independent public accountants, and (ii) as of and for each 2007
fiscal quarter of each of Parent and Triad thereafter ended at least 45 days prior to the Closing
Date. Such financial statements present fairly in all material respects the financial condition
and results of operations and cash flows of Parent and its consolidated subsidiaries and Triad and
its consolidated subsidiaries as of such dates and for such periods. Such balance sheets and the
notes thereto disclose all material liabilities, direct or contingent, of Parent and its
consolidated subsidiaries and Triad and its consolidated subsidiaries as of the dates thereof.
Such financial statements were prepared in accordance with GAAP applied on a consistent basis in
all material respects, subject, in the case of unaudited financial statements, to year-end audit
adjustments and the absence of footnotes.



     (b) Parent has heretofore delivered to the Lenders its unaudited pro forma consolidated
balance sheet and related pro forma statements of income as of the four consecutive fiscal
quarters most recently ended at least 45 days before the Closing Date, prepared giving effect to
the Transactions as if they had occurred, with respect to such balance sheet, on such date and,
with respect to such other financial statements, on the









 



67

first day of the four-quarter period ending on such date. Such pro forma financial statements have
been prepared in good faith by Parent, based on the assumptions used to prepare the pro forma
financial information contained in the Confidential Information Memorandum (which assumptions are
believed by Parent on the date hereof and on the Closing Date to be reasonable) and present fairly
on a pro forma basis the estimated consolidated financial position of Parent and its consolidated
Subsidiaries as of such date and for such period, assuming that the Transactions had actually
occurred at such date or at the beginning of such period, as the case may be, it being understood
that projections as to future events are not to be viewed as facts and are subject to significant
uncertainties and contingencies, many of which are beyond Parent’s control, and that no assurance
can be given that any particular projections will be realized, and that actual results may differ
and such differences may be material.




     SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that has
had, or could reasonably be expected to have, a material adverse effect on the business, assets,
operations, financial condition or operating results of Parent, the Borrower and the Subsidiaries,
taken as a whole, since December 31, 2006.



     SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of Parent, the Borrower
and the Subsidiaries has good and marketable title to, or valid leasehold interests in, or a right
to use, all its material properties and assets (including all Mortgaged Property), except for
minor defects in title that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties and assets for their intended purposes. All such material
properties and assets are free and clear of Liens, other than Liens expressly permitted by Section
6.02.



     (b) As of the Closing Date, neither Parent nor the Borrower has received any notice of, nor
has any knowledge of, any pending or contemplated material condemnation proceeding affecting the
Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of
condemnation.



     (c) As of the Closing Date, none of Parent, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to sell, assign or
otherwise dispose of any Mortgaged Property or any material interest therein, except for customary
rights of first refusal granted to the prior owners of such Mortgaged Property or their
Affiliates.



     SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing Date a list of all
Subsidiaries and the percentage ownership interest of Parent or the Borrower therein. The shares
of capital stock or other ownership interests so indicated on Schedule 3.08 are, in the case of
corporations, fully paid and non-assessable and are owned by Parent or the Borrower, directly or
indirectly, free and clear of all Liens (other than Liens created under the Security Documents or
permitted pursuant to Section 6.02).



     SECTION 3.09. Litigation; Compliance with Laws. (a) Except as disclosed in the periodic and
other reports, proxy statements and other materials filed by Parent, the Borrower or any Subsidiary
or Triad or any of its subsidiaries with the SEC prior to the









 



68

Closing Date, there are no actions, suits or proceedings at law or in equity or by or before any
Governmental Authority now pending or, to the knowledge of Parent or the Borrower through receipt
of written notice or proceeding, threatened against or affecting Parent or the Borrower or any
Subsidiary or any business, property or rights of any such person as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.




     (b) None of Parent, the Borrower or any of the Subsidiaries or any of their respective
material properties or assets is in violation of, nor will the continued operation of their
material properties and assets as currently conducted violate, any law, rule or regulation
(including any occupational safety and health, health care, pension, certificate of need, Medicare,
Medicaid, insurance fraud or similar law, zoning, building, Environmental Law, ordinance, code or
approval or any building permits) or any restrictions of record or agreements affecting the
Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or
order of any Governmental Authority, where such violation or default could reasonably be expected
to result in a Material Adverse Effect.



     (c) Certificates of occupancy and permits are in effect for each Mortgaged Property as
currently constructed, and true and complete copies of such certificates of occupancy have been
delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.



     SECTION 3.10. Agreements. (a) None of Parent, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other material agreement or instrument to which it is a party or
by which it or any of its properties or assets are or may be bound, where such default could
reasonably be expected to result in a Material Adverse Effect.



     (b) As of the Closing Date, there are no Tax sharing agreements (or similar agreements) under
which Parent, the Borrower or any of the Subsidiaries could be liable for the Tax liability of an
entity that is neither Parent, the Borrower nor any of their respective subsidiaries, except for
the HCA Tax Sharing Agreement.



     SECTION 3.11. Federal Reserve Regulations. (a) None of Parent, the Borrower or any of the
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.



     (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the Regulations of the
Board, including Regulation T, U or X.









 



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     SECTION 3.12. Investment Company Act. None of Parent, the Borrower or any Subsidiary is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of
1940.



     SECTION 3.13. Use of Proceeds. The Borrower will (a) use the proceeds of the Loans and will
request the issuance of Letters of Credit only for the purposes specified in the preliminary
statement to this Agreement and (b) use the proceeds of Incremental Term Loans only for the
purposes specified in the applicable Incremental Term Loan Assumption Agreement.



     SECTION 3.14. Tax Returns. Each of Parent, the Borrower and the Subsidiaries has filed or
caused to be filed, or has timely requested an extension to file or has received an approved
extension to file, all Federal, state, local and foreign tax returns or materials that to the
Borrower’s best knowledge are required to have been filed by it and has paid or caused to be paid
all taxes due and payable by it and all assessments received by it, except taxes that are being
contested in good faith by appropriate proceedings and for which Parent, the Borrower or such
Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP and
except any such filings or taxes, fees or charges, the failure of which to make or pay, could not
reasonably be expected to have a Material Adverse Effect.



     SECTION 3.15. No Material Misstatements. None of (a) the Confidential Information Memorandum
or (b) any other written information, report, financial statement, exhibit or schedule (other than
estimates and information of a general economic or general industry nature) heretofore or
contemporaneously furnished by or on behalf of Parent or the Borrower to the Administrative Agent
or any Lender in connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto, when furnished and taken as a whole, contained, contains or will
contain any material misstatement of fact or omitted, omits or will omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were, are or will be made, not materially misleading in light of the circumstances under which
such statements were made; provided that to the extent any such information, report, financial
statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of
Parent and the Borrower represents only that it acted in good faith and utilized assumptions that
each of Parent and the Borrower believed to be reasonable at the time made.



     SECTION 3.16. Employee Benefit Plans. Each of the Borrower and its ERISA Affiliates is in
compliance in all material respects with the applicable provisions of ERISA and the Code and the
regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events, could reasonably be
expected to result in material liability of the Borrower or any of its ERISA Affiliates. The
present value of all benefit liabilities under each Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual
valuation date applicable thereto, exceed the fair market value of the assets of such Plan in such
amount that could reasonably be expected to result in a Material Adverse Effect, and the present









 



70

value of all benefit liabilities of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual
valuation dates applicable thereto, exceed the fair market value of the assets of all such
underfunded Plans in such amount that could reasonably be expected to result in a Material Adverse
Effect.




     SECTION 3.17. Environmental Matters. (a) Except as set forth in Schedule 3.17 and except with
respect to any other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, none of Parent, the Borrower or any of the
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental Liability.



     (b) Since the date of this Agreement, there has been no change in the status of the matters
disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.



     SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description,
in all material respects, of all insurance maintained by Parent or by Parent or the Borrower for
itself or the Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in
full force and effect and all premiums have been duly paid. Parent, the Borrower and the
Subsidiaries have insurance in such amounts and covering such risks and liabilities as are in
accordance with normal industry practice.



     SECTION 3.19. Security Documents. (a) The Guarantee and Collateral Agreement, upon execution
and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof,
subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and general equitable principles, and (i) when the Pledged Collateral (as defined in the
Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under
the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on,
and security interest in, all right, title and interest of the Loan Parties in such Pledged
Collateral as to which perfection may be obtained by such actions, in each case prior and superior
in right to any other person, and (ii) when financing statements in appropriate form are filed in
the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral
Agreement will constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined
in the Guarantee and Collateral Agreement) as to which perfection may be obtained by such filings,
in each case prior and superior in right to any other person, other than with respect to Liens
expressly permitted by Section 6.02.



     (b) Upon the timely recordation of the Guarantee and Collateral Agreement (or a short-form
security agreement in form and substance reasonably satisfactory to the









 



71

Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the
United States Copyright Office, together with the financing statements in appropriate form filed
in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral
Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and
Collateral Agreement) in which a security interest may be perfected by filing security agreements
in the United States and its territories and possessions, in each case prior and superior in right
to any other person other than with respect to Liens permitted pursuant to Section 6.02 (it being
understood that subsequent recordings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a Lien on registered trademarks and
patents, trademark and patent applications and registered copyrights acquired by the Loan Parties
after the date hereof).




     (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’
right, title and interest in and to the Mortgaged Property thereunder
and the proceeds thereof, and
when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and
superior in right to any other person, other than with respect to the rights of persons pursuant to
Liens expressly permitted by Section 6.02.



     SECTION 3.20. Location of Real Property and Leased Premises. (a) Schedule 1.01(d) lists completely and correctly as of the Closing Date all Hospitals owned by
Parent, the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the
Subsidiaries own in fee all the real property set forth on Schedule 1.01(d).



     (b) Schedule 1.01(d) lists completely and correctly as of the Closing Date all Hospitals
leased by Parent, the Borrower and the Subsidiaries and the addresses thereof. The Borrower and
the Subsidiaries have valid leases in all the material real property set forth on Schedule
1.01(d).



     SECTION 3.21. Labor Matters. Except as set forth on Schedule 3.21, as of the Closing Date,
there are no strikes, lockouts or slowdowns against Parent, the Borrower or any Subsidiary pending
or, to the knowledge of Parent or the Borrower by delivery of written notice or proceeding,
threatened. The consummation of the Transactions will not give rise to any right of termination or
right of renegotiation on the part of any union under any collective bargaining agreement to which
Parent, the Borrower or any Subsidiary is bound. Except as set forth on Schedule 3.21, as of the
Closing Date, none of Parent, the Borrower or any Subsidiary is a party to any collective
bargaining agreement or other labor contract applicable to persons employed by it at any Facility.



     SECTION 3.22. Solvency. Immediately after the consummation of the Transactions to occur on
the Closing Date, as of the Closing Date (a) the fair value of the









 



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assets of Parent, the Borrower and the Subsidiaries, on a consolidated basis, at a fair valuation,
will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present
fair saleable value of the property of Parent, the Borrower and the Subsidiaries, on a
consolidated basis, will be greater than the amount that will be required to pay the probable
liability of their debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) Parent, the Borrower and the
Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;
and (d) Parent, the Borrower and the Subsidiaries, on a consolidated basis, will not have
unreasonably small capital with which to conduct the business in which they are engaged as such
business is now conducted and is proposed to be conducted following the Closing Date.




     SECTION 3.23. Transaction Documents. Parent and the Borrower have delivered to the
Administrative Agent a complete and correct copy of the Merger Agreement (including all schedules,
exhibits, amendments, supplements and modifications thereto). The Merger Agreement complies in all
material respects with all applicable laws.



     SECTION 3.24. Sanctioned Persons. None of Parent, the Borrower, or any Subsidiary or any
Unrestricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, agent,
employee or Affiliate of Parent, the Borrower, any Subsidiary or any Unrestricted Subsidiary is
currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of
the U.S. Treasury Department (“OFAC”) and each is currently in compliance with all rules and
regulations promulgated by OFAC; and the Borrower will not directly or indirectly use the
proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any
person, for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.



ARTICLE IV




Conditions of Lending




     The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder are subject to the satisfaction of the following conditions:



     SECTION 4.01. All Credit Events. On the date of each Borrowing (other than a conversion or a
continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each
issuance of or increase to a Letter of Credit (each such event being called a “Credit Event”):



     (a) The Administrative Agent shall have received a notice of such Borrowing as required by
Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in
the case of the issuance of or increase to a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance of or increase to such
Letter of Credit as required by Section 2.23(b) or, in the









 



73

case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall
have received a notice requesting such Swingline Loan as required by Section 2.22(b).




     (b) (i) In the case of each Credit Event that occurs on the Closing Date, the condition set
forth in Section 8.2(a) of the Merger Agreement shall be satisfied (without giving effect to any
amendment, modification or waiver thereof that is materially adverse to the Lenders and not
approved by the Arrangers (which consent shall not be unreasonably withheld or delayed)) and the
representations and warranties made in Sections 3.01, 3.02 (with respect to the Loan Documents),
3.03, 3.11, 3.12 and 3.19 (subject to the proviso in Section 4.02(e)) shall be true and correct in
all material respects and (ii) in the case of each other Credit Event, the representations and
warranties set forth in Article III and in each other Loan Document shall be true and correct in
all material respects on and as of the date of such Credit Event with the same effect as though
made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date.



     (c) At the time of and immediately after such Credit Event, no Default or Event of Default
shall have occurred and be continuing.



     Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower
and Parent on the date of such Credit Event as to the matters specified in paragraphs (b) and (c)
of this Section 4.01.



     SECTION 4.02. First Credit Event. On the Closing Date:



     (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the
Issuing Bank, a favorable written opinion of (i) Kirkland & Ellis LLP, counsel for Parent and the
Borrower, substantially to the effect set forth in Exhibit F-1, (ii) the general counsel of
Parent, substantially to the effect set forth in Exhibit F-2 and (iii) each local counsel listed
on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-3, in each case (A) dated
the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and
(C) covering such other matters (including, in the case of the opinions provided by counsel
described in clause (iii), real estate matters) relating to the Loan Documents and the
Transactions as the Administrative Agent shall reasonably request, and Parent and the Borrower
hereby request such counsel to deliver such opinions.



     (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of
incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date
by the Secretary of State of the state of its organization, and a certificate as to the good
standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate
of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying
(A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in
effect on the Closing Date and at all times since a date prior to the date of the resolutions
described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions
duly adopted by the









 



74



Board of Directors of such Loan Party authorizing the execution, delivery and performance of the
Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not been modified, rescinded or amended and are in full
force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not
been amended since the date of the last amendment thereto shown on the certificate of good standing
furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each
officer executing any Loan Document or any other document delivered in connection herewith on
behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii)
above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent
may reasonably request.



     (c) The Administrative Agent shall have received a certificate, dated the Closing Date and
signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent
set forth in paragraphs (b) and (c) of Section 4.01.



     (d) The Administrative Agent shall have received all Fees and other amounts due and payable
on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under
any other Loan Document.



     (e) The Security Documents shall have been duly executed by each Loan Party that is to be a
party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on
behalf of the Secured Parties shall have a security interest in the Collateral of the type and
priority described in each Security Document; provided that to the extent a perfected security
interest in any Collateral (other than any Collateral the security interest in which may be
perfected by the filing of a UCC financing statement or the delivery of certificated securities of
the Borrower and Triad) is not able to be provided on the Closing Date after the Borrower’s use of
commercially reasonable efforts to do so, the providing of a perfected security interest in such
Collateral shall not constitute a condition precedent to the first Credit Event but such
requirement to create a perfected security interest in such Collateral shall be satisfied after
the Closing Date in accordance with the Post-Closing Letter Agreement.



     (f) The Collateral Agent shall have received the results of a search of the Uniform
Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the
states (or other jurisdictions) of formation of such persons as indicated on the applicable
schedules to the Guarantee and Collateral Agreement, together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by evidence
satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or
similar document) would be permitted under Section 6.02 or have been or will be contemporaneously
released or terminated.



     (g) (i) Subject to the proviso in clause (e) above, each of the Security Documents, in form
and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have
been duly executed by the parties thereto and delivered
















 





75






to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged
Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii)
each of such Security Documents shall have been filed and recorded in the recording office as
specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance
reasonably acceptable to the Collateral Agent, insuring such Security Document as a first lien on
such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received
by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received
evidence reasonably satisfactory to it of each such filing and recordation and (iv) the Collateral
Agent shall have received such other documents, including a policy or policies of title insurance
issued by a nationally recognized title insurance company, together with such endorsements,
coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring
the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those
permitted under Section 6.02, together with such legal opinions required to be furnished pursuant
to the terms of the Mortgages or as reasonably requested by the Collateral Agent.




     (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage
under, the insurance policies required by Section 5.02 and the applicable provisions of the
Security Documents, each of which shall be endorsed or otherwise amended to include a customary
lender’s loss payable endorsement and to name the Collateral Agent as additional insured.



     (i) The Merger shall have been, or substantially simultaneously with the initial funding of
Loans on the Closing Date shall be, consummated in accordance in all material respects with the
Merger Agreement and in all material respects with applicable law, without giving effect to any
amendment, modification or waiver of any material term or condition of the Merger Agreement that
is materially adverse to the Lenders and not approved by the Arrangers (which consent shall not be
unreasonably withheld or delayed). The Administrative Agent shall have received a copy of the
Merger Agreement and all schedules related thereto, in each case certified by a Financial Officer
as being final versions thereof.



     (j) The Borrower shall have received gross cash proceeds of not less than $3,000,000,403 from
the issuance of the Senior Notes.



     (k) (i) All principal, premium, if any, interest, fees and other amounts due or outstanding
under each of the Existing Credit Agreements shall have been paid in full, each of the commitments
thereunder terminated and all guarantees and security in support thereof discharged and released,
and the Administrative Agent shall have in each case received reasonably satisfactory
evidence thereof, (ii) Parent shall have either
(A) effected the Parent Debt Tender Offer and the related Parent Consent Solicitation or
(B) deposited funds with the trustee under the indenture governing the Existing Parent Notes
sufficient to discharge the Existing Parent Notes or effect covenant defeasance with respect to the
Existing Parents Notes and (iii) Triad shall have either (A) effected the Triad Debt Tender Offers
and the related Triad Consent Solicitations or (B) deposited funds with the applicable trustees
under the indentures governing the Existing Triad











 




76


Notes sufficient to discharge the applicable Existing Triad Notes or effect covenant defeasance
with respect to the applicable Existing Triad Notes, in all cases prior to or substantially
simultaneously with the initial funding of the Loans on the Closing Date. Immediately after giving
effect to the Transactions and the other transactions contemplated hereby, Parent, the Borrower
and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a)
Indebtedness outstanding under this Agreement, (b) the Senior Notes and (c) Indebtedness set forth
on Schedule 6.01 or permitted under Section 6.01.




     (l) The Lenders shall have received the financial statements and opinion referred to in
Section 3.05.



     (m) The Administrative Agent shall have received a certificate from the chief financial
officer of Parent on behalf of Parent certifying that Parent and its subsidiaries, on a
consolidated basis after giving effect to the Transactions to occur on the Closing Date, are
solvent.



     (n) The Lenders shall have received, at least five Business Days prior to the Closing Date,
to the extent requested, all documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act.



ARTICLE V




Affirmative Covenants




     Each of Parent and the Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to
the Issuing Bank and the Administrative Agent have been made with respect thereto, unless the
Required Lenders shall otherwise consent in writing, each of Parent and the Borrower will, and
will cause (i) in the case of Sections 5.01 and 5.02, each of the Material Subsidiaries, and (ii)
in the case of Sections 5.03 through 5.15, each of the Subsidiaries to:



     SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties.
(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under Section 6.05.



     (b) (i) Do or cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, permits, franchises and authorizations,
material to the conduct of its business, except as could not reasonably be expected to have a
Material Adverse Effect; (ii) comply in all material respects with all applicable laws, rules,
regulations and decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except as could not reasonably be












 





77




expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all
tangible property material to the conduct of such business and keep such property in good repair,
working order and condition (subject to ordinary wear and tear, casualty and condemnation) and
from time to time make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times, except as could not reasonably be
expected to have a Material Adverse Effect.




     SECTION 5.02. Insurance. (a) Maintain with financially sound and reputable insurers insurance,
to such extent and against such risks, including fire and other risks insured against by extended
coverage, as is customary with companies in the same or similar businesses operating in the same or
similar locations, including hospital liability (which shall include general liability, medical
professional liability, contractual liability and druggists’ liability), workers’ compensation,
employers’ liability, automobile liability and physical damage coverage, environmental impairment
liability, all risk property, business interruption, fidelity and crime insurance and public
liability insurance against claims for personal injury or death or property damage occurring upon,
in, about or in connection with the use of any properties owned, occupied or controlled by it;
provided that the Borrower may implement programs of self insurance in the ordinary course of
business and in accordance with industry standards for a company of similar size so long as
reserves are maintained in accordance with GAAP for the liabilities associated therewith.



     (b) Cause all casualty and property policies covering any Collateral to name the Collateral
Agent as loss payee or mortgagee, and/or additional insured, and each provider of any such
insurance shall agree, by endorsement upon such policies issued by it, that it will give the
Administrative Agent 30 days prior written notice before any such policy or policies shall be
altered or canceled.



     (c) If at any time the area in which the Premises (as defined in the Mortgages) are located
is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal
Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount
as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time
require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as it may be amended from time to time.



     SECTION 5.03. Obligations and Taxes. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or in
respect of its property, before the same shall become delinquent, as well as all lawful claims for
labor, materials and supplies or otherwise that, if unpaid, could reasonably be expected to give
rise to a Lien upon such properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so
long as (i) the validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Borrower shall have set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (ii) the failure to pay and discharge such tax, assessment,












 





78



charge, levy or claim could not reasonably be expected to have a Material Adverse Effect.




     SECTION 5.04. Financial Statements, Reports, etc. In the case of Parent, furnish to the
Administrative Agent, which shall furnish to each Lender:



     (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and
related statements of income, stockholders’ equity and cash flows showing the financial condition
of Parent and its consolidated subsidiaries as of the close of such fiscal year and the results of
its operations and the operations of such subsidiaries during such year, together with (commencing
with such financial statements for the fiscal year ending on December 31, 2008) comparative figures
for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or other
independent public accountants of recognized national standing and accompanied by an opinion of
such accountants (which opinion shall be without a “going concern” or like qualification or
exception or any qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements fairly present in all material
respects the financial condition
and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in
accordance with GAAP;



     (b) within 50 days after the end of each of the first three fiscal quarters of each fiscal
year, in each case commencing with the fiscal quarter ending September 30, 2007, its consolidated
balance sheet and related statements of income, stockholders’ equity and cash flows showing the
financial condition of Parent and its consolidated subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such subsidiaries during such
fiscal quarter and the then elapsed portion of the fiscal year, and (commencing with such
financial statements delivered after the first anniversary of the Closing Date) comparative
figures for the same periods in the immediately preceding fiscal year all certified by one of its
Financial Officers as fairly presenting in all material respects the financial condition and
results of operations of Parent and its consolidated subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end audit adjustments;



     (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above,
a certificate of a Financial Officer of the Borrower (i) certifying that no Event of Default or
Default has occurred or, if such an Event of Default or Default has occurred, specifying the
nature and extent thereof and any corrective action taken or proposed to be taken with respect
thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative
Agent demonstrating compliance with the covenants contained in Sections 6.11, 6.12 and 6.13, (iii)
setting forth the identity and value of any Hospital acquired in fee by Parent or any Subsidiary
during the preceding quarter and not previously identified to the Administrative Agent if the fair
market value thereof is in excess of $10,000,000 and (iv) setting forth the amount, if any, of the
Initial Pro Forma Adjustment included in the calculation of Consolidated EBITDA for such period,
and, in the case of a certificate delivered with the financial statements required by paragraph
(a) above, setting forth Parent’s calculation of Excess Cash Flow;











 





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     (d) within 90 days after the beginning of each fiscal year of Parent, a detailed consolidated
budget for such fiscal year (including a projected consolidated balance sheet and related
statements of projected operations and cash flows as of the end of and for such fiscal year and
setting forth the assumptions used for purposes of preparing such budget) and, promptly when
available, any significant revisions of such budget;



     (e) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by Parent, the Borrower or any Subsidiary with
the SEC, or with any national securities exchange, or distributed to its shareholders, as the case
may be;



     (f) promptly after the request by any Lender (made through the Administrative Agent), all
documentation and other information that such Lender reasonably requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act;



     (g) promptly
after the request by the Administrative Agent or any Lender, on and after the
effectiveness of the applicable provisions of the Pension Act, copies of (i) any documents
described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may
request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1)
of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any
Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested
such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan,
the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or
notices from such administrator or sponsor and shall provide copies of such documents and notices
promptly after receipt thereof;



     (h) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of Parent, the Borrower or any Subsidiary, or compliance with the
terms of any Loan Document, as the Administrative Agent may reasonably request (on behalf of
itself or any Lender); and



     (i) substantially contemporaneously with each designation of a Subsidiary as an “Unrestricted
Subsidiary” and each redesignation of an Unrestricted Subsidiary as a “Subsidiary”, provide
written notice of such designation or redesignation, as applicable, to the Administrative Agent
(who shall promptly notify the Lenders).



     SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent prompt
written notice of the following:



     (a) any Event of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;



     (b) the filing or commencement of, or any threat or notice of intention of any person to file
or commence, any action, suit or proceeding, whether at law or in equity or by or before any
Governmental Authority, against Parent, the Borrower or any Subsidiary that could reasonably be
expected to result in a Material Adverse Effect; and













 






80



     (c) any event or occurrence that has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect.



     SECTION 5.06. Information Regarding Collateral. Furnish to the
Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name,
(ii) in any Loan Party’s jurisdiction of organization or formation, (iii) in any Loan Party’s
identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification
Number. Parent and the Borrower agree not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Collateral Agent to continue at all times following
such change to have a valid, legal and perfected security interest in all the Collateral. Parent
and the Borrower also agree promptly to notify the Administrative Agent if any material portion of
the Collateral is damaged or destroyed.



     SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings. (a) Keep books of record and account in which
full, true and correct entries in all
material respects are made of all dealings and transactions in relation to its business and
activities which permit financial statements to be prepared in conformity with GAAP and all
requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any
representatives designated by the Administrative Agent or the Required Lenders to visit and inspect
the financial records and the properties of such person at reasonable times and as often as
reasonably requested upon reasonable notice and to make extracts from and copies of such financial
records (in each case excluding patient medical records and any other material which is
confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental
Authority) and permit any representatives designated by the Administrative Agent or the Required
Lenders to discuss the affairs, finances and condition of such person with the officers thereof and
independent accountants therefor (with a senior officer of the Borrower present); provided that,
excluding any such visits and inspections during the continuation of an Event of Default, only one
such visit during any fiscal year shall be at the Borrower’s expense.



     (b) In the case of Parent and the Borrower, use commercially reasonable efforts to cause the
Credit Facilities to be continuously rated by S&P and Moody’s, and to maintain a corporate rating
from S&P and a corporate family rating from Moody’s, in each case in respect of Parent.



     SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of
Letters of Credit only for the purposes specified in the preliminary statement to this Agreement.



     SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the applicable
provisions of ERISA and the Code and (b) furnish to the Administrative Agent as soon as possible
after, and in any event within ten days after any Responsible Officer of Parent, the Borrower or
any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or
together with any other ERISA Event could












 





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reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an
aggregate amount exceeding $10,000,000, a statement of a Financial Officer of Parent or the
Borrower setting forth details as to such ERISA Event and the action, if any, that Parent or the
Borrower proposes to take with respect thereto.




     SECTION 5.10. Compliance with Environmental Laws. Comply, and cause all lessees and other
persons occupying its properties to comply, in all material respects with all Environmental Laws
applicable to its operations and properties; obtain and renew all material environmental permits
necessary for its operations and properties; and promptly conduct any remedial action in
accordance with Environmental Laws; provided, however, that none of Parent, the Borrower or any
Subsidiary shall be required to undertake any remedial action required by Environmental Laws to
the extent that its obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances in accordance
with GAAP.



     SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a breach
of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than 20 days
without Parent, the Borrower or any Subsidiary commencing activities reasonably likely to cure such
Default, at the written request of the Required Lenders through the Administrative Agent, the
Borrower shall provide to the Lenders within 45 days after receipt of such request, at the expense
of the Loan Parties, environmental site assessment reports (Phase I, Phase II and/or compliance
audits) regarding the matters which are the subject of such Default prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent and indicating the compliance
matter and/or the presence or absence of Hazardous Materials and the estimated cost of any
compliance or remedial action in connection with such Default.



     SECTION 5.12. Further Assurances. Execute any and all further documents, financing
statements, agreements and instruments, and take all further action (including filing Uniform
Commercial Code and other financing statements, mortgages and deeds of trust) that may be required
under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and first priority of
the security interests created or intended to be created by the Security Documents. The Borrower
will cause any subsequently acquired or organized Material Subsidiary to become a Loan Party by
executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of
the Collateral Agent. In addition, except with respect to which, in the reasonable judgment of the
Administrative Agent (confirmed in writing by written notice to the Borrower), the cost or other
consequences (including any Tax consequence) of doing so shall be excessive in view of the
benefits to be obtained by the Lenders therefrom and subject to applicable limitations set forth
in the Security Documents, from time to time, the Borrower will, at its cost and expense, promptly
secure the Obligations by pledging or creating, or causing to be pledged or created, perfected
security interests with respect to such of its assets and properties as the Administrative Agent
or the Required Lenders shall designate (it being understood that it is the intent of the parties
that the Obligations shall be secured by substantially all the assets of Parent, the












 





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Borrower and the Subsidiary Guarantors (including properties acquired subsequent to the Closing
Date), except this Section 5.12 shall not require Parent, the Borrower or any Subsidiary Guarantor
to (a) pledge (i) more than 65% of the outstanding voting Equity Interests in any Foreign
Subsidiary, (ii) any Equity Interest in any Non-Significant Subsidiary or (iii) any Equity Interest
in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint
Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited
by any applicable Contractual Obligation or requirement of law, or (b) grant security interests in
any asset that (i) would result in the violation of the enforceable anti-assignment provision of
any contract, or would be prohibited by or would violate applicable law or contractual provisions
(including any right of first refusal) or would otherwise result in termination or any forfeiture
under any contract, (ii) is a vehicle or other asset subject to certificate of title, (iii) require
perfection through control agreements (including, to the extent required in the relevant
jurisdiction for deposit accounts and investment property), (iv) are minority Equity Interests or
(v) is permitted to be so excluded under the Guarantee and Collateral Agreement. Such security
interests and Liens will be created under the Security Documents and other security agreements,
mortgages, deeds of trust and other instruments and documents in form and substance satisfactory
to the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Lenders all
such instruments and documents (including legal opinions, title insurance policies and lien
searches) as the Collateral Agent shall reasonably request to evidence compliance with this
Section. Any requirement to mortgage real property that is acquired after the date hereof pursuant
to this Section 5.12 shall be limited to real property owned in fee by a Loan Party that (i) has a
fair market value equal to or exceeding $10,000,000, (ii) is not subject to a Lien permitted under
Section 6.02(c) or (n) (for so long as such Lien exists), and (iii) the Borrower does not intend to
sell within six months of the acquisition thereof pursuant to clause (x) of Section 6.05(b). No
appraisals, environmental reports or surveys shall be required to be obtained in connection with
any mortgage of real property pursuant to this Section 5.12. The Borrower agrees to provide such
evidence as the Collateral Agent shall reasonably request as to the perfection and priority status
of each such security interest and Lien.




     SECTION 5.13. Interest Rate Protection. No later than nine months after the Closing Date, the
Borrower shall enter into, and for a minimum of three years and six months from the Closing Date
maintain, Hedging Agreements that result in at least 50% of the aggregate principal amount of its
funded long-term Indebtedness being effectively subject to a fixed or maximum interest rate
reasonably acceptable to the Administrative Agent.



     SECTION 5.14. Proceeds of Certain Dispositions. If, as a result of the receipt of any cash
proceeds by Parent, the Borrower or any Subsidiary in connection with any sale, transfer, lease or
other disposition of any asset the Borrower would be required by the terms of the Senior Note
Indenture to make an offer to purchase any Senior Notes, then, prior to the first day on which the
Borrower would be required to commence such an offer to purchase, (i) prepay Loans in accordance
with Section 2.12 or 2.13 or (ii) acquire assets in a manner that is permitted hereby, in each
case in a manner that will eliminate any such requirement to make such an offer to purchase.











 




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     SECTION 5.15. Operation of Facilities. Use commercially reasonable efforts to operate, and
cause the Subsidiaries to operate, the Facilities owned, leased or operated by Parent, the Borrower
or any of the Subsidiaries now or in the future in a manner believed by the Borrower to be
consistent with prevailing health care industry standards in the locations where the Facilities
exist from time to time, except to the extent failure to do so would not have a Material Adverse
Effect.



ARTICLE VI




Negative Covenants




     Each of Parent and the Borrower covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been cancelled or have expired and
all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the
Issuing Bank and the Administrative Agent have been made with respect thereto, unless the
Required Lenders shall otherwise consent in writing, neither Parent nor the Borrower will, nor
will they cause or permit any of the Subsidiaries to:



     SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness,
except:




     (a) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any
extensions, renewals, refinancings or replacements of such Indebtedness to the extent the
principal amount of such Indebtedness is not increased (except by an amount equal to the
unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and
expenses incurred in connection with such extension, renewal, refinancing or replacement),
neither the final maturity nor the weighted average life to maturity of such Indebtedness
is decreased, such Indebtedness, if subordinated to the Obligations, remains so
subordinated on terms no less favorable to the Lenders, and the obligors thereof, if not
the original obligors in respect of such Indebtedness, are Loan Parties;




     (b) Indebtedness created hereunder and under the other Loan Documents;




     (c) intercompany Indebtedness of Parent, the Borrower and the Subsidiaries to the
extent permitted by Section 6.04(c);




     (d) Indebtedness of the Borrower or any Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, and extensions,
renewals, refinancings and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof (except by an amount equal to the unpaid accrued
interest and premium thereon plus other reasonable amounts paid and fees and expenses
incurred in connection with such extension, renewal, refinancing or replacement);
provided that (i) such











 





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Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of
such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted
by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease
Obligations and Synthetic Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed
$200,000,000 at any time outstanding;




     (e) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal
amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to
Section 6.01(d), not in excess of $200,000,000 at any time outstanding;




     (f) Indebtedness (including Capital Lease Obligations) of any Subsidiary secured by one or
more Facilities owned or leased by such Subsidiary, and extensions, renewals, refinancings and
replacements of any such Indebtedness that do not increase the outstanding principal amount thereof
(except by an amount equal to the unpaid accrued interest and premium
thereon plus other reasonable
amounts paid and fees and expenses incurred in connection with such extension, renewal, refinancing
or replacement); provided that (i) when incurred, such Indebtedness shall not exceed the fair
market value of the Facilities securing the same and (ii) the aggregate principal amount of all
such Indebtedness incurred pursuant to this Section 6.01(f) shall not exceed $250,000,000 at any
time outstanding (such Indebtedness meeting the criteria of this Section 6.01(f) being referred to
herein as “Permitted Real Estate Indebtedness”);




     (g) Indebtedness under performance bonds, bid bonds, appeal bonds, surety bonds and
completion guarantees and similar obligations, or with respect to workers’ compensation claims, in
each case incurred in the ordinary course of business, including those incurred to secure health,
safety and environmental obligations in the ordinary course of business;




     (h) Indebtedness incurred pursuant to the Senior Note Indenture and any extensions, renewals,
refinancings or replacements of such Indebtedness to the extent the principal amount of such
Indebtedness is not increased (other than to the extent of any premiums, interest or costs and
expenses incurred in connection therewith), neither the final maturity nor the weighted average
life to maturity of such Indebtedness is decreased, and the obligors thereof, if not the original
obligors in respect of such Indebtedness, are Loan Parties;




     (i) Indebtedness in respect of Hedging Agreements permitted by Section 6.04(g);




     (j) Cash Management Obligations;




     (k) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount not
exceeding $75,000,000 at any time outstanding;











 





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     (l) Indebtedness pursuant to any Permitted Receivables Transaction incurred in accordance
with Section 6.05(b);




     (m) Indebtedness incurred to finance, or assumed in connection with, one or more Permitted
Acquisitions and any extensions, renewals, refinancings or replacements of such Indebtedness to the
extent the principal amount of such Indebtedness is not increased (except by an amount equal to the
unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and
expenses incurred in connection with such extension, renewal, refinancing or replacement), neither
the final maturity nor the weighted average life to maturity of such Indebtedness is decreased,
such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less
favorable to the Lenders, and the obligors thereof, if not the original obligors in respect of such
Indebtedness, are Loan Parties, so long as both immediately prior and after giving effect thereto,
no Default shall exist or result therefrom, provided that no Indebtedness may be incurred under
this Section 6.01(m) if as a result thereof the aggregate principal amount of Indebtedness
incurred and outstanding under this Section 6.01(m) would exceed $500,000,000 unless (x) the
Leverage Ratio Condition would be satisfied and (y) the Liquidity Condition would be satisfied;




     (n) Indebtedness owed to a seller in a Permitted Acquisition or a Permitted Joint Venture or
to a buyer in a disposition permitted under Section 6.05 that (i) relates to post-closing
adjustments with respect to accounts receivable, accounts payable, net worth and/or similar items
or (ii) relates to indemnities granted to the seller or buyer in such transactions;




     (o) Permitted Additional Debt;




     (p) Indebtedness in the nature of letters of credit (other than Letters of Credit issued
pursuant to this Agreement) issued for the account of Parent, the Borrower or any Subsidiary (and
related reimbursement obligations) not to exceed an aggregate face amount of $30,000,000;




     (q) without duplication of any other Indebtedness, non-cash accruals of interest, accretion
or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise
permitted hereunder;




     (r) from and after the Revolving Credit Termination Date, Indebtedness to finance the general
needs of the Borrower and the Subsidiaries incurred after the Revolving Credit Termination Date in
an aggregate principal amount not to exceed $750,000,000 at any time outstanding, provided that
the Borrower shall have (i) repaid all Revolving Loans and Swingline Loans and reimbursed, if any,
all L/C Disbursements and made arrangements acceptable to the Issuing Bank and the Administrative
Agent with respect to any outstanding Letters of Credit and (ii) paid all related fees and
expenses, each in accordance with the terms of this Agreement;











 





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     (s) Indebtedness consisting of obligations to pay insurance premiums;




     (t) except as otherwise expressly provided herein, Guarantees by Parent, the Borrower
or the Subsidiaries of Indebtedness of Parent, the Borrower and the Subsidiaries permitted
to be incurred hereunder; and




     (u) other unsecured Indebtedness of the Borrower or the Subsidiaries in an aggregate
principal amount not exceeding $400,000,000 at any time outstanding.



     SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or
assets (including Equity Interests or other securities of any person, including the Borrower or
any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in
respect of any thereof, except:




     (a) Liens on property or assets of the Borrower and the Subsidiaries existing on the
date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only
those obligations which they secure on the date hereof and extensions, renewals and
replacements thereof permitted hereunder;




     (b) any Lien created under the Loan Documents;




     (c) any Lien existing on any property or asset prior to the acquisition thereof by
the Borrower or any Subsidiary or existing on any property or assets of any person that
becomes a Subsidiary after the date hereof prior to the time such person becomes a
Subsidiary, as the case may be; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such person becoming a
Subsidiary, (ii) such Lien does not apply to any other property or assets of Parent, the
Borrower or any Subsidiary (other than affixed or incorporated into the property covered
by such Lien) and (iii) such Lien secures only those obligations which it secures on the
date of such acquisition or the date such person becomes a Subsidiary, as the case may be,
and any extensions, renewals, refinancings or replacements of such obligations;




     (d) Liens, assessments or governmental charges or claims for taxes not yet delinquent
or which are not required to be paid pursuant to Section 5.03;




     (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and securing obligations that are not
delinquent or which are not required to be paid under Section 5.03;




     (f) Liens incurred and pledges and deposits made in the ordinary course of business
in connection with any self-retention or self-insurance, or with respect to workmen’s
compensation, unemployment insurance, general liability, medical malpractice, professional
liability or property insurance and other social security laws or regulations;




     (g) deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory











 




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obligations, surety and appeal bonds, government contracts, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;




     (h) zoning restrictions, easements, rights-of-way, rights of first refusal, restrictions on
use of real property, minor defects or irregularities in title and other similar charges or
encumbrances which, in the aggregate, do not interfere in any material respect with the business of
the Borrower and the Subsidiaries, taken as a whole;




     (i) zoning, building codes and other land use laws, regulations and ordinances regulating the
use or occupancy of real property or the activities conducted thereon which are imposed by any
Governmental Authority having jurisdiction over such real property which are not violated by the
current use or occupancy of such real property or the operation of the business of the Borrower or
any of the Subsidiaries or any violation of which would not have a Material Adverse Effect;




     (j) ground leases in respect of real property on which Facilities owned or leased by the
Borrower or any of the Subsidiaries are located;




     (k) any interest or title of a lessor or secured by a lessor’s interest under any lease
permitted hereunder;




     (l) leases or subleases granted to others not interfering in any material respect with the
business of the Borrower and the Subsidiaries, taken as a whole;




     (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;




     (n) Liens securing Indebtedness to finance the acquisition, construction or improvement of
fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted
by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby
is created, within 270 days after such acquisition, construction or improvement, and (iii) such
security interests do not apply to any other property or assets of the Borrower or any Subsidiary,
except for accessions to the property financed with the proceeds of such Indebtedness and the
proceeds and the products thereof; provided that individual financings of equipment provided by
one lender may be cross-collateralized to other financings of equipment provided by such lender
secured by a Lien permissibly incurred pursuant to this Section 6.02(n);




     (o) Liens arising out of judgments or awards that do not constitute an Event of Default under
paragraph (i) of Article VII;




     (p) Liens pursuant to Permitted Receivables Transactions incurred in accordance with Section
6.05(b), including Liens on the assets of any Securitization Subsidiary created pursuant to any
such Permitted Receivables












 





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Transaction and Liens incurred by the Borrower and the Subsidiaries on Receivables to secure
obligations owing by them in respect of any such Permitted Receivables Transaction, provided that
any Receivables not transferred to a Securitization Subsidiary in connection with such Permitted
Receivables Transaction to the extent constituting intercompany indebtedness required to be
pledged pursuant to the Guarantee and Collateral Agreement shall be and remain subject to the
perfected first priority Lien and security interest granted to the Collateral Agent in favor of
the Lenders in accordance with the Guarantee and Collateral Agreement;




     (q) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to,
or encumber, assets that constitute Collateral or the Equity Interests of the Borrower or any of
the Domestic Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary
secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(k);




     (r) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection, (ii) attaching to commodity trading accounts or other
commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a
banking institution arising as a matter of law encumbering deposits (including the right of set
off);




     (s) Liens on one or more Facilities owned or leased by any Subsidiary to secure Permitted
Real Estate Indebtedness incurred by such Subsidiary pursuant to Section 6.01(f);




     (t) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of Parent, the Borrower or any Subsidiary to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of
Parent, the Borrower and the Subsidiaries or (iii) relating to purchase orders and other
agreements entered into with customers of Parent, the Borrower or any Subsidiary in the ordinary
course of business;




     (u) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale or purchase of goods entered into by the Borrower or any of the
Subsidiaries in the ordinary course of business permitted hereunder;




     (v) Liens solely on any cash earnest money deposits made by Parent, the Borrower or any of
the Subsidiaries in connection with any letter of intent or purchase agreement permitted
hereunder;




     (w) Liens securing insurance premiums financing arrangements, provided that such Liens are
limited to the applicable unearned insurance premiums; and











 




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     (x) other Liens that do not, individually or in the aggregate, secure obligations (or
encumber property with a fair market value) in excess of $150,000,000 at any one time.



     SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property, real or personal, used
or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (a) the sale or transfer of such
property is permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease
Obligations, Permitted Real Estate Indebtedness or Liens arising in connection therewith are
permitted by Sections 6.01 and 6.02, as the case may be.



     SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity
Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in, any other person,
except:




     (a) (i) investments by Parent, the Borrower and the Subsidiaries existing on the date
hereof in the Borrower and the Subsidiaries, (ii) additional investments by Parent, the
Borrower and the Subsidiaries in the Borrower and the Subsidiaries and (iii) additional
investments by Parent, the Borrower and the Subsidiaries in Permitted Joint Ventures
(subject to the limitations on such investments referred to in the definition of the term
“Permitted Joint Ventures”); provided that (x) any Equity Interests held by a Loan Party
shall be pledged to the extent required by Section 5.12 and the Guarantee and Collateral
Agreement and (y) any such investments made pursuant to clause (ii) above made by a Loan
Party to a Subsidiary that is not a Loan Party, or made by Parent, the Borrower or any
Subsidiary to an Unrestricted Subsidiary, may only be made if (A) no Default or Event of
Default shall have occurred and be continuing and (B) the aggregate amount of all such
investments made by Loan Parties to Subsidiaries that are not Loan Parties, or by Parent,
the Borrower or any Subsidiary to an Unrestricted Subsidiary and outstanding at any time
(without regard to any write-downs or write-offs thereof, and valued net in the case of
intercompany loans) shall not exceed $500,000,000 plus the amount of dividends,
distributions and other returns of capital actually received in cash by any Loan Party
with respect to any such investments; provided further, that, prior to the value of all
such investments outstanding at any time exceeding $300,000,000 at any time outstanding,
the Leverage Ratio Condition and the Liquidity Condition would each be satisfied; for
purposes of the foregoing, if the Borrower designates a Subsidiary as an Unrestricted
Subsidiary in accordance with the definition of the term “Unrestricted Subsidiary”, the
Borrower will be deemed to have made an investment at that time in the resulting
Unrestricted Subsidiary in an aggregate amount equal to the fair market value of the net
assets of such Unrestricted Subsidiary;











 





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     (b) Permitted Investments;




     (c) (i) loans or advances in respect of intercompany accounts attributable to the operation of
the Borrower’s cash management system (including with respect to intercompany self-insurance
arrangements), (ii) loans or advances made by the Borrower or any of the Subsidiaries to a
Permitted Syndication Subsidiary for working capital needs evidenced by a promissory note that is
pledged to the Collateral Agent so long as such loans or advances constitute Indebtedness of the
primary obligor that is not subordinate to any other Indebtedness of such obligor, and (iii) loans
or advances made by Parent to the Borrower or any Subsidiary, the Borrower to Parent or any
Subsidiary and by any Subsidiary to Parent, the Borrower or any other Subsidiary; provided,
however, that (x) any such loans and advances made by a Loan Party that are evidenced by a
promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured
Parties pursuant to the Guarantee and Collateral Agreement (and any such loans and advances made by
a Loan Party to a Subsidiary that is not a Loan Party shall be so evidenced and pledged) and (y)
any such loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party or by
Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary shall be subject to the
requirements and limitations described in clause (y) of the proviso to Section 6.04(a), except to
the extent that (1) such loan or advance shall be secured by a fully perfected, first-priority Lien
on substantially all of the assets of the recipient of such loan or advance and its subsidiaries
(in each case of a type that would have constituted Collateral if such recipient were party to the
applicable Security Documents) and (2) such Lien is collaterally assigned to the Collateral Agent
for the benefit of the Secured Parties, all on terms reasonably satisfactory to the Collateral
Agent;




     (d) investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the
ordinary course of business;




     (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of
business to their respective employees, officers, consultants and agents (including payroll
advances, travel and entertainment advances and relocation loans in the ordinary course of
business to employees, officers and agents of the Borrower or any such Subsidiary (or to any
physician or other health care professional associated with or agreeing to become associated with
Parent, the Borrower or any Subsidiary or any Hospital owned or leased or operated by the Borrower
or any Subsidiary (“Health Care Associates”));




     (f) Guarantees to third parties made in the ordinary course of business in connection with
the relocation of employees or agents of Health Care Associates of the Borrower or any of the
Subsidiaries;




     (g) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required
by Section 5.13 or (ii) are not speculative in nature;











 






91


     (h) the Borrower or any Subsidiary may acquire (including by any lease that contains upfront
payments and/or buyout options) all or substantially all the assets of a person or line of business
of such person, or directly acquire and beneficially own (and retain the right to vote) more than
50% of the aggregate ordinary voting power and aggregate equity value represented by the
outstanding capital stock or other Equity Interests of any acquired or newly formed corporation or
other entity that acquires or leases such person, division or line of business (referred to herein
as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited
tender offer for such Equity Interests by, or proxy contest initiated by, Parent, the Borrower or
any Subsidiary; (ii) the Acquired Entity shall be in a similar, related, incidental or
complementary line of business as that of the Borrower and the Subsidiaries as conducted during the
current and most recent calendar year; (iii) at the time of such transaction (A) both before and
after giving effect thereto, no Default or Event of Default shall have occurred and be continuing,
(B) if the total consideration paid in connection with such acquisition and any other acquisitions
pursuant to this Section 6.04(h) (including any Indebtedness of the Acquired Entity that is
assumed by the Borrower or any Subsidiary following such acquisition and any payments following
such acquisition pursuant to earn-out provisions or similar obligations) shall exceed $500,000,000
in the aggregate (excluding the total consideration paid in respect of Permitted Acquisitions
listed on Schedule 6.04(h) and consideration consisting of, or funded with the proceeds of,
Qualified Capital Stock), then (1) the Leverage Ratio Condition would be satisfied and (2) the
Liquidity Condition would be satisfied, (C) the Borrower shall have delivered a certificate of a
Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations
in support thereof, in form and substance reasonably satisfactory to the Administrative Agent, (D)
the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable
provisions of Section 5.12 and the Security Documents, and (E) the aggregate consideration paid in
connection with all such acquisitions of Acquired Entities that do not become Loan Parties (or, in
the case of an acquisition of assets, are not directly acquired by Loan Parties), shall not exceed
$300,000,000 (any acquisition of an Acquired Entity meeting all the applicable criteria of this
Section 6.04(h) being referred to herein as a
“Permitted Acquisition”);




     (i) Permitted Joint Ventures;




     (j) investments in a Permitted Syndication Subsidiary in connection with a Permitted
Syndication Transaction made pursuant to Section 6.05(b);




     (k) investments in any Securitization Subsidiary or other person as required pursuant to the
terms and conditions of any Permitted Receivables Transaction made pursuant to Section 6.05(b);




     (l) the Borrower or any of the Subsidiaries may acquire and hold Receivables owing to it or
Parent, if created or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms;











 





92


     (m) investments to the extent that payment for such investments is made with issuances of or
the cash proceeds from the issuance of Equity Interests of Parent;




     (n) extensions of trade credit and purchases of equipment and inventory in the ordinary
course of business;




     (o) loans and advances to Parent in lieu of, and not in excess of the amount of, dividends to
the extent permitted to be made to Parent in accordance with Section 6.06;




     (p) investments in the ordinary course of business consisting of endorsements for collection
or deposit and customary trade arrangements with customers consistent with past practices;




     (q) investments in the Fulton Bonds;




     (r) investments by Parent, the Borrower and the Subsidiaries in any Captive Insurance
Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital required
under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed (plus any
excess capital generated as a result of any such prior investment that would result in an
unfavorable tax or reimbursement impact if distributed), and other investments in any Captive
Insurance Subsidiary to cover reasonable general corporate and overhead expenses of such Captive
Insurance Subsidiary;




     (s) investments by any Captive Insurance Subsidiary;




     (t) investments in any Captive Insurance Subsidiary in connection with a push down by the
Borrower of insurance reserves;




     (u) investments held by a person (including by way of acquisition, merger or consolidation)
after the Closing Date otherwise in accordance with this Section 6.04 to the extent that such
investments were not made in contemplation of or in connection with such acquisition, merger or
consolidation and were in existence on the date of such acquisition, merger or consolidation;




     (v) investments to acquire the Hospital leased by a Subsidiary on the date hereof in Dublin,
Ireland;




     (w) investments in minority interests existing on the date hereof; and




     (x) in addition to investments permitted by paragraphs (a) through (w) above, additional
investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate
outstanding amount of investments, loans and advances pursuant to this paragraph (w) (determined
without regard to any write-downs or write-offs of such investments, loans and advances) does not
exceed $100,000,000 in the aggregate at any time.











 




 93


     It is understood and agreed that, in the event that any investment is made by the Borrower or
any Subsidiary in any person through substantially concurrent interim transfers of any amount
through one or more other Subsidiaries, then such other substantially concurrent interim transfers
shall be disregarded for purposes of this Section 6.04.



     SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.
(a) Merge into or consolidate with any other person, or permit any other person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all the assets (whether now owned or hereafter
acquired) of the Borrower or less than all the Equity Interests of any Subsidiary (other than
pursuant to any Permitted Interest Transfer or transfers of Equity Interests of any Subsidiary to a
Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary), or purchase or
otherwise acquire (in one transaction or a series of transactions) all or substantially all of the
assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell
inventory in the ordinary course of business and (ii) if at the time thereof and immediately after
giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any
wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (y) any Subsidiary may merge into or consolidate with any other Subsidiary
in a transaction in which the surviving entity is a Subsidiary (provided that (A) if any party to
any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan
Party and (B) to the extent any person other than the Borrower or a wholly owned Subsidiary
receives any consideration in connection therewith, then such transaction shall be considered as an
investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the
Subsidiaries may make Permitted Acquisitions or any other investment, loan or advance permitted
pursuant to Section 6.04, and may enter into Permitted Joint Ventures.



     (b) Make any Asset Sale otherwise permitted under paragraph (a) above unless such Asset Sale
is:




     (i) for consideration that is at least equal to the fair market value of the assets
being sold, transferred, leased or disposed of; provided that (x) for any disposition of
assets with a fair market value of more than $50,000,000, at least 75% of such
consideration is cash and (y) the fair market value of all assets sold, transferred,
leased or disposed of pursuant to this clause (b)(i) shall not exceed $300,000,000 in any
fiscal year; provided further that, prior to the Incremental Asset Sale Termination Date,
such annual amount shall be increased by an aggregate amount not to exceed $750,000,000;




     (ii) a Receivables Transaction, provided that (x) the material terms and conditions
and the structure of such Receivables Transaction have been approved by the Administrative
Agent (such approval not to be unreasonably withheld or delayed), (y) any Liens granted in
connection with such Receivables Transaction shall comply with the terms of Section
6.02(p) and (z) the aggregate Receivables Transaction Amount outstanding at any time in
respect of all Receivables











 





94


Transactions does not exceed $1,500,000,000 (any Receivables Transaction meeting all the
criteria of this Section 6.05(b)(ii) being referred to herein as a “Permitted Receivables
Transaction”);




     (iii) a Syndication Transaction, provided that the aggregate amount or value of the
consideration received by any Permitted Syndication Subsidiary and/or the Borrower and the
other Subsidiaries from third parties in connection with such Syndication Transaction (or
series of Syndication Transactions), except for the Syndication Transactions listed on
Schedule 6.05(b) (the “Syndication Proceeds”), when added to the aggregate Syndication
Proceeds from all previous Permitted Syndications on or after the Closing Date does not
exceed $200,000,000 (any Syndication Transaction meeting the criteria of this Section
6.05(b)(iii) being referred to herein as a “Permitted Syndication Transaction”);




     (iv) any Permitted Interest Transfer;




     (v)
for the sale or other disposition consummated by the Borrower or any of the
Subsidiaries after the Closing Date of assets constituting a subsidiary or business unit or
units of the Borrower or the Subsidiaries (including a Facility) or the interest of the
Borrower or the Subsidiaries therein, provided that (i) such sale or other disposition
shall be made for fair value on an arm’s-length basis and (ii) the consideration received
for such sale or other disposition constitutes or would constitute a Permitted Acquisition,
Permitted Joint Venture or Permitted Syndication Subsidiary in accordance with the
definition thereof;




     (vi) the Borrower and the Subsidiaries may abandon, allow to lapse or otherwise
dispose of intangible property that the Borrower or such Subsidiary shall determine in its
reasonable business judgment is immaterial to the conduct of its business;




     (vii) forgiveness of any loans or advances made pursuant to Section 6.04(e);




     (viii) transfers of property subject to casualty or a condemnation proceeding;




     (ix) Restricted Payments permitted pursuant to Section 6.06; or




     (x) for the sale or other disposition of real estate and related assets (other than
Hospitals and Receivables) for the fair market value thereof in cash, in an aggregate
amount not to exceed $300,000,000.



     SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to
declare or make, directly or indirectly, any Restricted Payment (including pursuant to any
Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so;
provided, however, that











 




 95



     (i) any Subsidiary may declare and pay dividends or make other distributions ratably
to its equity holders;




     (ii) Parent may distribute the Equity Interests of a Spinout Subsidiary pursuant to a
Spinout Transaction;




     (iii) so long as no Event of Default or Default shall have occurred and be continuing
or would result therefrom, the Borrower may, or the Borrower may make distributions to
Parent so that Parent may, repurchase its Equity Interests owned by current or former
employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make
payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries
in connection with the exercise of stock options, stock appreciation rights or similar
equity incentives or equity based incentives pursuant to management incentive plans in an
aggregate amount not to exceed $30,000,000 in any fiscal year plus (to the extent not
previously used) the net cash proceeds received by the Borrower in respect of any issuance
of Equity Interests to employees or directors after the Closing Date, including payments in
connection with the exercise of stock options;




     (iv) the Borrower may make Restricted Payments to Parent (x) to the extent necessary
to pay general corporate and overhead expenses incurred by Parent in the ordinary course
of business (including legal, accounting and similar expenses) and expenses necessary to
maintain its status as a publicly held corporation, and (y) in an amount necessary to pay
the Tax liabilities of Parent; provided, however, that all Restricted Payments made to
Parent pursuant to this clause (iii) are used by Parent for the purposes specified herein
within 20 days of the receipt thereof;




     (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above,
so long as no Event of Default or Default shall have occurred and be continuing or would
result therefrom, the Borrower may make other Restricted Payments, and Parent may make
Restricted Payments, in an aggregate principal amount from the date hereof not to exceed
$400,000,000 less the amount of payments made pursuant to Section 6.09(c)(i); provided
that no such amounts in excess of $200,000,000 may be declared or paid unless the Borrower
shall have received in writing, prior to effecting any such declaration or payment, a
Ratings Agency Confirmation in respect of such Restricted Payment, and shall have
furnished such Ratings Agency Confirmation to the Administrative Agent; and




     (vi) the Borrower may net shares under employee benefits plans to settle option price
payments owed by employees and directors with respect thereto and to settle employees’ and
directors’ Federal, state and income tax liabilities (if any) related thereto.



     (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Subsidiary
(other than any Permitted Joint Venture Subsidiary) to create, incur or












 





96



permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the
ability of any Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or
other distributions with respect to any of its Equity Interests or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided (x) that the foregoing shall not apply to restrictions and
conditions (A) imposed by law or by any Loan Document or the Senior Note Indenture, (B) contained
in agreements relating to the sale of a Subsidiary or other assets pending such sale, provided such
restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such
sale is permitted hereunder, (C) imposed on any Foreign Subsidiary by the terms of any Indebtedness
of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other
Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken
as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating
to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the
relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of
such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures
permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the
agreements governing the same and (G) applicable to an Acquired Entity at the time such Acquired
Entity became a Subsidiary, so long as such restriction or encumbrance was not created in
contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to
such Acquired Entity; and (y) clause (i) of the foregoing shall not apply to restrictions or
conditions (A) that are customary provisions in leases and other contracts restricting the
assignment thereof and any right of first refusal and (B) imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness.




     SECTION 6.07. Transactions with Affiliates. Except for (a) transactions between or among
Parent and its Subsidiaries or described on Schedule 6.07 and (b) the sale, transfer or other
disposition by Parent, the Borrower or any Subsidiary in compliance with Section 6.05(b)(i) of
real property owned by it to any Spinout Subsidiary pursuant to a Spinout Transaction, sell or
transfer any property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except (i) the Borrower or
any Subsidiary may engage in any of the foregoing transactions on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, (ii) the Borrower and the Subsidiaries may make (x) investments, loans
and advances and (y) Restricted Payments, permitted by Section 6.04 and Section 6.06,
respectively, (iii) the Borrower may engage in Receivables Transactions, (iv) any issuance of
Equity Interests, or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, stock options and stock ownership plans, or
indemnities provided on behalf of employees or directors and approved by the board of directors or
senior management of Parent and (v) the payment of reasonable fees to directors of Parent, the
Borrower and the Subsidiaries who are not employees of Parent, the Borrower or the Subsidiaries.











 




 97


     SECTION 6.08. Business of Parent, Borrower and Subsidiaries. Engage at any time in any
business or business activity other than the business currently conducted by it and business
activities reasonably similar, incidental or complementary thereto and reasonable extensions
thereof.



     SECTION 6.09. Other Indebtedness. (a) Permit any waiver, supplement, modification, amendment,
termination or release of the Senior Notes Indenture or any waiver, supplement, modification or
amendment of any indenture, instrument or agreement pursuant to which any subordinated Material
Indebtedness of Parent, the Borrower or any of the Subsidiaries is outstanding if the effect of
such waiver, supplement, modification, amendment, termination or release would materially increase
the obligations of the obligor or confer additional material rights on the holder of such
Indebtedness in a manner adverse to the Lenders.



     (b) Make any distribution, whether in cash, property, securities or a combination thereof,
other than regular scheduled payments of principal and interest as and when due (to the extent not
prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or
directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase,
retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes,
any Senior Notes or subordinated Indebtedness (other than intercompany Indebtedness); provided,
however, that so long as no Default or Event of Default shall have occurred and be continuing at
the date of such redemption, repurchase, retirement or other acquisition for consideration, or
would result therefrom, Parent, the Borrower or any Subsidiary may redeem, repurchase, retire or
otherwise acquire for consideration (i) Senior Notes and subordinated Indebtedness for an aggregate
price not in excess of (A) $400,000,000 less (B) the amount of Restricted Payments made pursuant to
clause (v) of Section 6.06(a), (ii) Senior Notes with the proceeds of (A) refinancing Indebtedness
otherwise permitted pursuant to Section 6.01(h) or (B) the issuance of Equity Interests, or (iii)
subordinated Indebtedness with the proceeds of (A) subordinated Indebtedness that is permitted
pursuant to Section 6.01 and is subordinated on terms not materially less advantageous to the
Lenders than those of the Indebtedness being redeemed, repurchased, retired or otherwise acquired
for consideration or (B) the issuance of Equity Interests.



     SECTION 6.10. Practice Guarantees. Enter into Practice Guarantees with a term of 30 months or
longer in an aggregate amount in excess of $150,000,000 in effect at any time with respect to all
such Practice Guarantees.



     SECTION 6.11. Capital Expenditures. Permit the aggregate amount of Capital Expenditures
(other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in
any period set forth below to exceed the greater of (a) in the case of any fiscal year beginning
on or after January 1, 2008, 5.5% of consolidated net revenues of the Borrower and the
Subsidiaries for the immediately preceding fiscal year (as set forth in the financial statements
delivered pursuant to Section 5.04(a) with respect to such fiscal year) and (b) the amount set
forth below for such period (such greater amount, the “Permitted Capital Expenditure Amount”):











 





98




	 	 	 	 	 
	Period	 	Amount
	Closing Date through December 31, 2007
	 	$	475,000,000	 
	January 1, 2008 through December 31, 2008
	 	$	800,000,000	 
	January 1, 2009 through December 31, 2009
	 	$	800,000,000	 
	January 1, 2010 through December 31, 2010
	 	$	850,000,000	 
	January 1, 2011 through December 31, 2011
	 	$	925,000,000	 
	January 1, 2012 through December 31, 2012
	 	$	1,100,000,000	 
	January 1, 2013 through December 31, 2013
	 	$	1,100,000,000	 
	January 1, 2014 through Term Loan Maturity Date
	 	$	1,100,000,000	 






     In any year in which a Permitted Acquisition occurs, the Permitted Capital Expenditure Amount
in respect of such fiscal year shall be increased (but not decreased) by an amount equal to 5.5% of
the net revenues generated by the Acquired Entity acquired during the preceding fiscal year of such
Acquired Entity (pro rated based on the number of days remaining in such fiscal year). In addition,
to the extent any portion of the Permitted Capital Expenditure Amount for any fiscal year (as the
same may have been increased pursuant to the preceding sentence) is not fully expended during such
fiscal year, then 50% of the amount not so expended may be carried forward to and used in
succeeding fiscal years. In addition, for any fiscal year, the amount of Capital Expenditures that
would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by
an amount not to exceed 50% of the Permitted Capital Expenditure Amount for the immediately
succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in
respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital
Expenditures that would have been permitted to be made in the immediately succeeding fiscal year.
In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be
permitted in such fiscal year pursuant to this Section 6.11 may be increased by an amount not to
exceed $200,000,000 if, at the time of such expenditure, both before and after giving pro forma
effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y)
the Leverage Ratio is less than 4.50 to 1.00.



     SECTION 6.12. Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period of
four consecutive fiscal quarters, in each case taken as one accounting period, ending during any
period set forth below to be less than the ratio set forth opposite such period below:



	 	 	 	 	 
	Period	 	Ratio
	September 30, 2007 through September 30, 2009
	 	 	1.75 to 1.00	 
	October 1, 2009 through September 30, 2011
	 	 	2.00 to 1.00	 
	October 1, 2011 through September 30, 2012
	 	 	2.25 to 1.00	 
	Thereafter
	 	 	2.50 to 1.00	 














 





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     SECTION 6.13. Maximum Leverage Ratio. Permit the Leverage Ratio as of the last day of any
fiscal quarter ending during a period set forth below to be greater than the ratio set forth
opposite such period below:



	 	 	 	 	 
	Period	 	Ratio
	September 30, 2007 through March 31, 2009
	 	 	7.25 to 1.00	 
	April 1, 2009 through June 30, 2009
	 	 	7.00 to 1.00	 
	July 1, 2009 through September 30, 2009
	 	 	6.75 to 1.00	 
	October 1, 2009 through September 30, 2010
	 	 	6.50 to 1.00	 
	October 1, 2010 through September 30, 2011
	 	 	6.00 to 1.00	 
	October 1, 2011 through September 30, 2012
	 	 	5.50 to 1.00	 
	Thereafter
	 	 	5.00 to 1.00	 






     SECTION 6.14. Fiscal Year. With respect to Parent and the Borrower, change their fiscal
year-end to a date other than December 31.



ARTICLE VII




Events of Default




     In case of the happening of any of the following events (“Events of Default”):




     (a) any representation, warranty or statement made or deemed made by any Loan Party
herein or in any other Loan Document or any certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which it was made or deemed made;




     (b) default shall be made in the payment of any principal of any Loan or the
reimbursement with respect to any L/C Disbursement when and as the same shall become due
and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
by acceleration thereof or otherwise;




     (c) default shall be made in the payment of any interest on any Loan or any Fee or
L/C Disbursement or any other amount (other than an amount referred to in (b) above) due
under any Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of five Business Days;




     (d) default shall be made in the due observance or performance by Parent, the
Borrower or any Subsidiary of any covenant, condition or agreement contained in Section
5.01(a) (with respect to Parent and the Borrower only), 5.05(a) or 5.08 or in Article VI;




     (e) default shall be made in the due observance or performance by Parent, the
Borrower or any Subsidiary of any covenant or agreement contained in any Loan Document
(other than those specified in (b), (c) or (d) above) and such











 





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default shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;




     (f) (i) Parent, the Borrower or any Subsidiary shall fail to pay any principal, interest or
other amount due in respect of any Material Indebtedness, when and as the same shall become due and
payable (after giving effect to any grace period) or (ii) any other event or condition occurs that
results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity or that results in the termination or permits any
counterparty to terminate any Hedging Agreement the obligations under which constitute Material
Indebtedness; provided that this clause (ii) shall not apply to secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;




     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in
a court of competent jurisdiction seeking (i) relief in respect of Parent, the Borrower or any
Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the
definition thereof), or of a substantial part of the property or assets of Parent, the Borrower or
a Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the
definition thereof), under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary
within the meaning of clause (a) of the definition thereof) or for a substantial part of the
property or assets of Parent, the Borrower or a Subsidiary or (iii) the winding-up or liquidation
of Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the
meaning of clause (a) of the definition thereof); and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be
entered;




     (h) Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within
the meaning of clause (a) of the definition thereof) shall (i) voluntarily commence any proceeding
or file any petition seeking relief under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership
or similar law, (ii) consent to the institution of any proceeding or the filing of any petition
described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Parent, the Borrower or any
Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the
definition thereof) or for a substantial part of the property or assets of Parent, the Borrower or
any Subsidiary (other than a Non-











 






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Significant Subsidiary within the meaning of clause (a) of the definition thereof), (iv) file an
answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing
its inability or fail generally to pay its debts as they become due or (vii) take any corporate
action for the purpose of effecting any of the foregoing;




     (i) one or more judgments shall be rendered against Parent, the Borrower, any Subsidiary or
any combination thereof (not paid or fully covered by insurance) and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or
properties of Parent, the Borrower or any Subsidiary to enforce any such judgment and such
judgment is for the payment of money in an aggregate amount in excess of $50,000,000;




     (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other such ERISA Events, could reasonably be expected to result in
liability of the Borrower and its ERISA Affiliates in an aggregate amount exceeding $50,000,000;




     (k) any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to
be in full force and effect (other than in accordance with its terms), or any Guarantor shall deny
in writing that it has any further liability under the Guarantee and Collateral Agreement (other
than as a result of the discharge of such Guarantor in accordance with the terms of the Loan
Documents);




     (l) any security interest purported to be created by any Security Document with respect to
any Collateral with an aggregate fair market value in excess of $50,000,000 shall cease to be, or
shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected (subject
to the qualifications set forth in Section 3.19(a)), first priority (except as otherwise expressly
provided in this Agreement or such Security Document) security interest in the securities, assets
or properties covered thereby, except to the extent that any such loss of perfection or priority
results from the failure of the Collateral Agent to maintain possession of certificates
representing securities pledged under the Guarantee and Collateral Agreement or any other act or
omission by the Collateral Agent and except to the extent that such loss is covered by a lender’s
title insurance policy and the related insurer does not deny that such loss is covered by such
title insurance policy;




     (m) the Indebtedness under any subordinated Indebtedness of Parent, the Borrower or any
Subsidiary constituting Material Indebtedness shall cease (or any Loan Party or an Affiliate of
any Loan Party shall so assert), for any reason, to be validly subordinated to the Obligations as
provided in the agreements evidencing such subordinated Indebtedness; or




     (n) there shall have occurred a Change in Control;











 






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     then, and in every such event (other than an event with respect to Parent or the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such
event, the Administrative Agent, at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due
and payable in whole or in part, whereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to Parent or the
Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the Borrower, anything
contained herein or in any other Loan Document to the contrary notwithstanding.



     Notwithstanding anything to the contrary contained in this Article VII, upon the request of
the Borrower made in writing to the Administrative Agent, in the event of any Event of Default
under any covenant set forth in Section 6.12 or 6.13 and until the expiration of the tenth
Business Day after the date on which financial statements are required to be delivered with
respect to the applicable fiscal quarter hereunder, Parent may issue Qualified Capital Stock and
elect to treat all or any portion of the net cash proceeds thereof as having increased
Consolidated EBITDA with respect to such applicable quarter solely for the purpose of determining
actual and pro forma compliance with Sections 6.12 and 6.13 at the end of such applicable quarter
and applicable subsequent periods and for purposes of determining whether the Leverage Ratio
Condition has been satisfied and not for any other purpose of this Agreement (including
determining the Applicable Percentage); provided that (a) such proceeds (i) are actually received
by Parent and contributed to the Borrower no later than ten days after the date on which financial
statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do
not exceed the aggregate amount necessary to cause Parent to be in compliance with the covenants
under Sections 6.12 or 6.13 for any applicable period and (b) in each period of four fiscal
quarters, there shall be at least two fiscal quarters in which no such right to cure permitted by
this paragraph is utilized.



ARTICLE VIII




The Administrative Agent and the Collateral Agent




     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the
Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents
to take such actions on its behalf and to











 




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exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together
with such actions and powers as are reasonably incidental thereto. Without limiting the generality
of the foregoing, the Agents are hereby expressly authorized to execute any and all documents
(including releases) with respect to the Collateral and the rights of the Secured Parties with
respect thereto, as contemplated by and in accordance with the provisions of this Agreement and
the Security Documents.




     The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with Parent, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.



     Neither Agent shall have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be
subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and
is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that
such Agent is instructed in writing to exercise by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any
duty to disclose, nor shall it be liable for the failure to disclose, any information relating to
Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity.
Neither Agent shall be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default
unless and until written notice thereof is given to such Agent by Parent, the Borrower or a Lender,
and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to such Agent.



     Each Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may
also rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper person, and shall not incur any












 





104



liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.




     Each Agent may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform
any and all its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of each Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the Credit Facilities as well as
activities as Agent.



     Subject to the appointment and acceptance of a successor Agent as provided below, either Agent
may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably
withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence
and continuation of an Event of Default pursuant to paragraph (b), (c), (g) or (h) of Article VII,
no consent of the Borrower shall be required. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York,
having a combined capital and surplus of at least $1,000,000,000, or an Affiliate of any such bank
and, so long as no Event of Default pursuant to paragraph (b), (c), (g) or (h) of Article VII shall
have occurred and be continuing, reasonably acceptable to the Borrower. Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to
a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of
this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while acting as Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Agents or any other Lender and based on
such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement or any other
Loan Document, any related agreement or any document furnished hereunder or thereunder.












 






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ARTICLE IX




Miscellaneous




     SECTION 9.01. Notices. Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by fax, as follows:



     (a) if to the Borrower or Parent, to it at Community Health Systems, Inc., 4000 Meridian
Boulevard, Franklin, Tennessee 37067, Attention of the Chief Financial Officer (Fax No.
(615) 373-9704);



     (b) if
to the Administrative Agent, to Credit Suisse, Eleven Madison Avenue, New York, NY
10010, Attention of Agency Group (Fax No. (212) 325-8304); and



     (c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the
Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.



     All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if
delivered by hand or overnight courier service or sent by fax or on the date five Business Days
after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 9.01 or in accordance with the
latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed
to among Parent, the Borrower, the Administrative Agent and the applicable Lenders from time to
time, notices and other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such person.



     SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrower or Parent herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive
the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Bank,
regardless of any investigation made by the Lenders or the Issuing Bank or on their behalf, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not been terminated. The provisions of Sections 2.14, 2.16, 2.20, 9.05 and 9.18 shall remain
operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan Document, or any











 




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investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender
or the Issuing Bank.




     SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall have been
executed by the Borrower, Parent and the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto.



     SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower,
Parent, the Administrative Agent, the Collateral Agent, the Issuing Bank or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their respective successors and
assigns.



     (b) Each Lender may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it), with notice to the Borrower and the prior
written consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided,
however, that (i) in the case of an assignment of a Revolving Credit Commitment, each of the
Borrower, the Issuing Bank and the Swingline Lender must also give its prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed) (provided, that the
consent of the Borrower shall not be required to any such assignment made to another Lender or an
Affiliate of a Lender or after the occurrence and during the continuance of any Event of Default
referred to in paragraph (b), (c), (g) or (h) of Article VII), (ii) the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent)
shall be not less than (x) $1,000,000 (with respect to an assignment of Term Loans) and (y)
$5,000,000 (with respect to an assignment of Revolving Credit Commitments or Revolving Loans) (or,
in any case, if less, the entire remaining amount of such Lender’s Commitment or Loans of the
relevant Class), (iii) the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to
the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and
shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be
waived or reduced in the sole discretion of the Administrative Agent), and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
and all applicable tax forms. Upon acceptance and recording pursuant to paragraph (e) of this
Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A)
the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B)
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease












 




107



to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).




     (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the assignee thereunder shall be deemed to confirm to and agree with each other and the other
parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of any adverse claim and that its Term
Loan Commitment and Revolving Credit Commitment, and the outstanding balances of its Term Loans and
Revolving Loans, in each case without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i)
above, such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this
Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the performance or
observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such
assignee represents and warrants that it is an Eligible Assignee and is legally authorized to enter
into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of
this Agreement, together with copies of the most recent financial statements referred to in Section
3.05(a) or delivered pursuant to Section 5.04 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (v) such assignee will independently and without reliance upon the Administrative
Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative Agent and the
Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their
terms all the obligations which by the terms of this Agreement are required to be performed by it
as a Lender.



     (d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the
Borrower, the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders may
treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, the Issuing Bank, the











 




108



Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.




     (e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of
the assignee (unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the
Administrative Agent and, if required, the Borrower, the Swingline Lender and the Issuing Bank to
such assignment and any applicable tax forms, the Administrative Agent shall promptly (i) accept
such Assignment and Acceptance and (ii) record the information contained therein in the Register.
No assignment shall be effective unless it has been recorded in the Register as provided in this
paragraph (e).



     (f) Each Lender may without the consent of the Borrower, the Swingline Lender, the Issuing
Bank or the Administrative Agent sell participations to one or more banks or other persons in all
or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) the participating banks or
other persons shall be entitled to the benefit of the cost protection provisions contained in
Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any
particular participant, to no greater extent than the Lender that sold the participation to such
participant) and (iv) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement, and such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans or L/C Disbursements and to approve any
amendment, modification or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable to such participating bank or person hereunder
or the amount of principal of or the rate at which interest is payable on the Loans in which such
participating bank or person has an interest, extending any scheduled principal payment date or
date fixed for the payment of interest on the Loans in which such participating bank or person has
an interest, increasing or extending the Commitments in which such participating bank or person has
an interest or releasing any Subsidiary Guarantor (other than pursuant to the terms thereof or in
connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05)
or all or substantially all of the Collateral).



     (g) Any Lender or participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or
participant or proposed assignee or participant any information relating to the Borrower furnished
to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or participant or
proposed assignee or participant shall execute an agreement whereby such assignee or participant
shall agree (subject to












 





109



customary exceptions) to preserve the confidentiality of such confidential information on terms no
less restrictive than those applicable to the Lenders pursuant to Section 9.17.




     (h) Any Lender may at any time assign all or any portion of its rights under this Agreement
to secure extensions of credit to such Lender or in support of obligations owed by such Lender;
provided that no such assignment shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.



     (i) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing
from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option
to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall
be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 9.04, any SPC may (i) with notice to, but
without the prior written consent of, the Borrower and the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public information
relating to its Loans to any investor, potential investor, rating agency, commercial paper dealer,
collateral manager, servicer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC.



     (j) Neither Parent nor the Borrower shall assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent, the Issuing Bank and each
Lender, and any attempted assignment without such consent shall be null and void.



     (k) In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P,
Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that
are insurance companies (or Best’s Insurance












 





110



Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after
the date that any Lender becomes a Revolving Credit Lender, downgrade the long-term certificate of
deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB,
in the case of a Lender that is an insurance company (or B, in the case of an insurance company not
rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is
not rated by any such ratings service or provider, the Issuing Bank or the Swingline Lender shall
have reasonably determined that there has occurred a material adverse change in the financial
condition of any such Lender, or a material impairment of the ability of any such Lender to perform
its obligations hereunder, as compared to such condition or ability as of the date that any such
Lender became a Revolving Credit Lender) then the Issuing Bank and the Swingline Lender shall have
the right, but not the obligation, at its own expense, upon notice to such Lender and the
Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to
the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and
assign without recourse (in accordance with and subject to the restrictions contained in paragraph
(b) above) all its interests, rights and obligations in respect of its Revolving Credit Commitment
to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule
and regulation or order of any Governmental Authority and (ii) the Issuing Bank, the Swingline
Lender or such assignee, as the case may be, shall pay to such Lender in immediately available
funds on the date of such assignment the principal of and interest accrued to the date of payment
on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account
or owed to it hereunder.




     SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Parent agree, jointly and severally,
to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit
Facilities and the preparation and administration of this Agreement and the other Loan Documents
or in connection with any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred
by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement
or protection of its rights in connection with this Agreement and the other Loan Documents or in
connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges
and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the
Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges
and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel,
if necessary, as a result of actual or potential conflicts of interest) for the Administrative
Agent, the Collateral Agent and the Lenders.



     (b) The Borrower and Parent agree, jointly and severally, to indemnify the Administrative
Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the
foregoing persons (each such person being called an “Indemnitee”) against, and to hold each
Indemnitee harmless from, any and all actual losses, claims, damages, liabilities, penalties and
related reasonable out-of-pocket expenses, including reasonable fees, charges and disbursements of
one counsel in each











 




111



relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or
potential conflicts of interest) for all Indemnitees, incurred by or asserted against any
Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or
delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated thereby (including the
syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of
Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter
is initiated by a third party or by the Borrower, any other Loan Party or any of their respective
Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any
property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or
any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities, penalties or related expenses are determined by a court of competent
jurisdiction by final judgment to have resulted primarily from the gross negligence or willful
misconduct of such Indemnitee.




     (c) To the extent that Parent and the Borrower fail to pay any amount required to be paid by
them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank
or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share”
shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure,
outstanding Term Loans and unused Commitments at the time.



     (d) To the extent permitted by applicable law, neither Parent nor the Borrower nor any
Indemnitee shall assert, and each hereby waives, any claim against any Indemnitee or Parent and
the Borrower and each of their respective Affiliates, as applicable, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.



     (e) The provisions of this Section 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the
expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due
under this











 




112



Section 9.05 shall be payable, within 30 days of written demand therefor with a reasonably
detailed summary of the amounts claimed.




     SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender or an Affiliate of such Lender is hereby authorized at any time and from time to time,
except to the extent prohibited by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at any time
owing by such Lender or an Affiliate of such Lender to or for the credit or the account of the
Borrower or Parent against any of and all the obligations of the Borrower or Parent now or
hereafter existing under this Agreement and other Loan Documents held by such Lender, provided
that at such time such obligations are due or payable. The rights of each Lender and Affiliates of
such Lender under this Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender or an Affiliate of such Lender may have.



     SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS
OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF
NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST
RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE
INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE
UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or any other Loan Document or consent to any departure by the Borrower or any other
Loan Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the Borrower or Parent in any
case shall entitle the Borrower or Parent to any other or further notice or demand in similar or
other circumstances.



     (b) Neither this Agreement nor any provision hereof, may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the












 




113




Borrower, Parent and the Required Lenders; provided, however, that no such agreement shall (i)
decrease the principal amount of, or extend the maturity of or any scheduled principal payment
date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C
Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of
interest on any Loan or L/C Disbursement, without the prior written consent of each Lender
directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend
the date for payment of any Fees of any Lender without the prior written consent of such Lender,
(iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j)
or the provisions of this Section or release all or substantially all of the value of the
Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with
the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or
substantially all of the Collateral, without the prior written consent of each Lender, (iv) change
the provisions of any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of one Class differently from the rights of
Lenders holding Loans of any other Class without the prior written consent of Lenders holding a
majority in interest of the outstanding Loans and unused Commitments of each adversely affected
Class, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
without the written consent of such SPC or (vi) reduce the percentage contained in the definition
of the term “Required Lenders” without the prior written consent of each Lender (it being
understood that with the consent of the Required Lenders, additional extensions of credit pursuant
to this Agreement may be included in the determination of the Required Lenders on substantially
the same basis as the Term Loan Commitments and Revolving Credit
Commitments on the date hereof);
provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender
hereunder or under any other Loan Document without the prior written consent of the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.



     SECTION
9.09. Certain Releases of Guarantees and Security Interests. (a)
Upon the closing of any Asset Sale consisting of the sale of all of the Equity Interests of any
Subsidiary Guarantor permitted pursuant to Section 6.05, (i) the obligations of such Subsidiary
Guarantor pursuant to the Guarantee and Collateral Agreement shall automatically be discharged and
released without any further action by the Administrative Agent or any Lender, and (ii) the
Administrative Agent and the Lenders will, upon the request and at the sole expense of the
Borrower, execute and deliver any instrument or other document in a form acceptable to the
Administrative Agent which may reasonably be required to evidence such discharge and release, all
without representation, recourse or warranty.




     (b) Upon the closing of any Asset Sale consisting of the sale of Equity Interests of any
Subsidiary Guarantor or any other Subsidiary of the Borrower permitted pursuant to Section 6.05,
(i) the Collateral Agent shall release to the Borrower, without representation, warranty or
recourse, express or implied, the pledged Equity Interests of such Subsidiary Guarantor or other
Subsidiary, as applicable, held by it, (ii) the Collateral Agent shall release its security
interest in all Collateral of such Subsidiary, including any












 





114



Mortgages, and (iii) the Collateral Agent will, upon the request and at the sole expense of the
Borrower, execute and deliver any instrument or other document in a form acceptable to the
Collateral Agent which may reasonably be required to evidence such release.




     (c) Upon consummation by the Borrower or any Subsidiary of a Permitted Interest Transfer or
designation of an Unrestricted Subsidiary in accordance with the terms hereof, (i) the Collateral
Agent shall release to the Borrower, without representation, warranty or recourse, express or
implied, those Equity Interests of the Subsidiary that are the subject of such Permitted Interest
Transfer or designation in accordance with clauses (i) and (ii) of Section 9.09(b) and shall
release any pledged note theretofore pledged to the extent such note is being discharged in
connection with such Permitted Interest Transfer or designation, and (ii) if such Subsidiary whose
shares are the subject of such Permitted Interest Transfer or designation is a Subsidiary
Guarantor, the obligations of such Subsidiary under its Guarantee shall automatically be
discharged and released in accordance with clauses (i) and (ii) of Section 9.09(a) and any Lien
granted by such Subsidiary under the Loan Documents shall automatically be discharged and
released.



     SECTION 9.10. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan or participation in any L/C Disbursement,
together with all fees, charges and other amounts which are treated as interest on such Loan or
participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan or participation in accordance with
applicable law, the rate of interest payable in respect of such Loan or participation hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan
or participation but were not payable as a result of the operation of this Section 9.10 shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.



     SECTION 9.11. Entire Agreement. This Agreement, the Fee Letter and the other Loan
Documents constitute the entire contract between the parties relative to the subject matter hereof.
Any other previous agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the
other Loan Documents, expressed or implied, is intended to confer upon any person (other than the
parties hereto and thereto, their respective successors and assigns permitted hereunder (including
any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent,
the Issuing Bank and the Lenders) any rights, remedies, obligations or liabilities under or by
reason of this Agreement or the other Loan Documents.














 



115


     SECTION 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 9.12.



     SECTION 9.13. Severability. In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



     SECTION 9.14. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.



     SECTION 9.15. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



     SECTION 9.16. Jurisdiction; Consent to Service of Process. (a) Each of Parent and the Borrower
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or Federal court of the United States of America sitting
in New York City, and any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees









 



116

that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the
Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower, Parent or their respective properties
in the courts of any jurisdiction.




     (b) Each of Parent and the Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.



     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     SECTION 9.17. Confidentiality. Each of the Administrative Agent, the Collateral Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors,
employees and agents, including accountants, legal counsel and other
advisors (it being understood
that the persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority or quasi-regulatory authority (such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or
under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its
rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the
same as those of this Section 9.17, to (i) any actual or prospective assignee of or participant in
any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower or any Subsidiary or any of their respective obligations, (f) with the consent of
the Borrower or (g) to the extent such Information becomes publicly available other than as a
result of a breach of this Section 9.17. For the purposes of this Section, “Information” shall mean
all information received from the Borrower or Parent and related to the Borrower or Parent or their
business, other than any such information that was available to the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure
by the Borrower or Parent; provided that any Lender, the Administrative Agent, the Collateral Agent
or the Issuing Bank shall give Parent prior notice of any disclosure pursuant to clause (c) to the
extent permissible. Any person required to maintain the confidentiality of Information as provided
in this Section 9.17 shall be considered to have complied with its obligation to do so if such









 



117

person has exercised the same degree of care to maintain the confidentiality of such Information
as such person would accord its own confidential information.




     SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies Parent and the Borrower that pursuant to the
requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that
identifies Parent and the Borrower, which information includes the name and address of Parent and
the Borrower and other information that will allow such Lender or the
Administrative Agent, as
applicable, to identify Parent and the Borrower in accordance with the USA PATRIOT Act.



     SECTION 9.19. Effect of Certain Inaccuracies. In the event that any financial statement or
certificate delivered pursuant to Section 5.04(a) or (b) and Section 5.04(c), respectively, is
inaccurate within one year after delivery thereof, and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Percentage or a higher Commitment Fee for any period
(an “Applicable Period”) than the Applicable Percentage or Commitment Fee applied for such
Applicable Period, then (i) the Borrower shall promptly deliver to the Administrative Agent a
corrected financial statement and a corrected compliance certificate for such Applicable Period,
(ii) the Applicable Percentage and the Commitment Fee shall be determined based on the corrected
compliance certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the
Administrative Agent (for the accounts of the applicable Lenders during the Applicable Period or
their successors and assigns) the accrued additional interest or additional Commitment Fees (or
both) owing as a result of such increased Applicable Percentage or Commitment Fee for such
Applicable Period. This Section 9.19 shall not limit the rights of the Administrative Agent or the
Lenders with respect to Section 2.07 or Article VII.









 



 


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS,
INC.,

 	 
	 	    by  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	    COMMUNITY HEALTH SYSTEMS, INC.,

 	 
	 	    by  	/s/ W. Larry Cash
 	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 









 



 


	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, individually and as

Administrative Agent, Collateral Agent,

Swingline Lender and Issuing Bank,

 	 
	 	    by  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	    by  	                /s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 










 



 


	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY

HEALTH
 SYSTEMS, INC. CREDIT AGREEMENT
 DATED AS OF
 JULY 25, 2007.





Name of Lender: WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	by  	/s/ Jeanette A. Griffin
 	 
	 	 	Name:  	Jeanette A. Griffin  	 
	 	 	Title:  	Director 	 










 



 


	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC.
CREDIT AGREEMENT DATED AS OF JULY 25, 2007.




Name of Lender: Wachovia Bank, NA

 	 
	 	by  	/s/ Chris McCoy
 	 
	 	 	Name:  	Chris McCoy 	 
	 	 	Title:  	Director 	 










 




 

	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY

 HEALTH SYSTEMS, INC. CREDIT AGREEMENT

 DATED AS OF
JULY 25, 2007.



Name of Lender: MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	by  	/s/ Michael E. O’Brien
 	 
	 	 	Name:  	Michael E. O’Brien 	 
	 	 	Title:  	Vice President 	 










 



 


	 	 	 	 	 
	 	SIGNATURE PAGE TO
THE CHS/COMMUNITY HEALTH SYSTEMS, INC.
CREDIT AGREEMENT DATED AS OF JULY 25, 2007.



Name of Lender: JPMorgan Chase Bank, N.A.

 	 
	 	by  	/s/ Dawn L. LeeLum
 	 
	 	 	Name:  	 Dawn L. LeeLum 	 
	 	 	Title:  	Executive Director 	 










 




 

	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY
HEALTH SYSTEMS, INC.
CREDIT AGREEMENT DATED AS OF JULY 25, 2007.



Name of Lender: CITICORP N.A. INC.

 	 
	 	by  	/s/
Mark R. Floyd
 	 
	 	 	Name:  	Mark R. Floyd 	 
	 	 	Title:  	Vice President 	 
	 







 











 




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH
 SYSTEMS, INC.
CREDIT AGREEMENT

 DATED AS OF JULY 25, 2007.



Name of Lender: GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	by  	/s/
David R. Campbell
 	 
	 	 	Name:  	David R. Campbell 	 
	 	 	Title:  	Its Duly Authorized Signatory 	 
	 
	 	 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Senior Vice President
 Duly Authorized Signatory 	 
	 



 








 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH

 SYSTEMS, INC.
CREDIT AGREEMENT
DATED 

AS OF JULY 25,
2007.





Name of Lender: SunTrust Bank

 	 
	 	by  	/s/ William D. Priester
 	 
	 	 	Name:  	William D. Priester 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25, 2007.





Name of Lender: KEYBANK NATIONAL ASSOCIATION

 	 
	 	by  	/s/ Sukanya V. Raj
 	 
	 	 	Name:  	Sukanya V. Raj 	 
	 	 	Title:  	Vice President & Portfolio Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25,
2007.





Name of Lender: CALYON NEW YORK BRANCH

 	 
	 	by  	/s/ Thomas Randolph
 	 
	 	 	Name:  	Thomas Randolph 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by  	/s/ Priya Vrat
 	 
	 	 	Name: Priya Vrat 	 
	 	 	Title: Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH

 SYSTEMS, INC.
CREDIT AGREEMENT 

DATED AS OF JULY 25,
2007.




Name of Lender: The Bank of Nova Scotia

 	 
	 	by  	/s/ M.D. Smith
 	 
	 	 	Name: M.D. Smith 	 
	 	 	Title: Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH


 SYSTEMS, INC.
CREDIT AGREEMENT
DATED 
AS OF JULY 25,
2007.





Name of Lender: UBS Loan Finance LLC

 	 
	 	by  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director


Banking Products
Services, US 	 
	 
	 	 	 
	 	by  	                  /s/  David B. Julie
 	 
	 	 	Name:  	David B. Julie 	 
	 	 	Title:  	Associate Director


Banking Products
Services, US 	 
	 




 











 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.




Name of Lender: National City Bank

 	 
	 	by  	
/s/ Deroy Scott
 	 
	 	 	Name:  	Deroy Scott 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.	 
	 
	 	Name of Lender: Fifth Third Bank, an Ohio Banking Corporation

 
	 	by  	/s/ Gregory Loeppky
 	 
	 	 	Name:  	Gregory Loeppky 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.




Name of Lender: BARCLAYS BANK PLC

 	 
	 	by  	/s/ Douglas Bernegger
 	 
	 	 	Name:  	Douglas Bernegger 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.



Name of Lender: La Salle Bank N.A.

 	 
	 	by  	/s/ Brian Robinson
 	 
	 	 	Name:  	Brian Robinson 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.



Name of Lender: Sovereign Bank

 	 
	 	by  	/s/ Sarah J. Healy
 	 
	 	 	Name:  	Sarah J. Healy 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.



Name of Lender: WELLS FARGO FOOTHILL, INC

 	 
	 	by  	/s/ Richard Kritsch
 	 
	 	 	Name:  	Richard Kritsch 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH SYSTEMS, INC. CREDIT AGREEMENT DATED AS OF JULY 25,
2007.




Name of Lender: Mizuho Corporate Bank, Ltd.

 	 
	 	by  	/s/ Hidekatsu Take
 	 
	 	 	Name:  	Hidekatsu Take 	 
	 	 	Title:  	Deputy General Manager 	 
	 




 











 





	 	 	 	 	 
	 	

SIGNATURE PAGE TO THE CHS/COMMUNITY HEALTH SYSTEMS,
INC. CREDIT AGREEMENT DATED AS OF JULY 25, 2007.
	 
	 
	 	Name of Lender: United Overseas Bank Limited, New York Agency

 
	 	by  	/s/ George Lim
 	 
	 	 	Name:  	George Lim 	 
	 	 	Title:  	SVP & GM 	 
	 
	 	 	 
	 	by  	/s/ Mario Sheng
 	 
	 	 	Name:  	Mario Sheng 	 
	 	 	Title:  	AVP 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY HEALTH SYSTEMS,
INC. CREDIT AGREEMENT DATED AS OF JULY 25, 2007.



Name of Lender: Bank of Oklahoma, N.A.

 	 
	 	by  	/s/ Kristin A. McCoy
 	 
	 	 	Name:  	Kristin A. McCoy 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY HEALTH SYSTEMS,
INC. CREDIT AGREEMENT DATED AS OF JULY 25, 2007.



Name of Lender: Bayerische Landes bank, New York Branch

 	 
	 	by  	/s/ Annette Schmidt
 	 
	 	 	Name:  	Annette Schmidt 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	by  	                                    /s/ Christopher Dowd
 	 
	 	 	Name:  	Christopher Dowd 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY 

HEALTH SYSTEMS, INC. CREDIT AGREEMENT

DATED AS OF JULY 25, 2007.





Name of Lender: Carolina First Bank

 	 
	 	By:  	/s/ Jennifer Schlansker
 	 
	 	Name:  	Jennifer Schlansker 	 
	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY 

HEALTH SYSTEMS, INC. CREDIT AGREEMENT 

DATED AS OF JULY 25, 2007.





Name of Lender: Raymond James Bank, FSB

 	 
	 	by:  	/s/ Steven F. Paley
 	 
	 	 	Name:  	Steven F. Paley 	 
	 	 	Title:  	Vice President 	 
	 



 









 





	 	 	 	 	 
	SIGNATURE PAGE TO THE 

CHS/COMMUNITY HEALTH SYSTEMS, INC.

CREDIT AGREEMENT DATED AS OF JULY 25, 2007.



 	 
	 	
Name of Lender: Regions Bank

 	 
	 	By:  	/s/ Craig E. Gardella
 	 
	 	 	Name:  	Craig E. Gardella 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	SIGNATURE PAGE TO THE

CHS/COMMUNITY HEALTH SYSTEMS, INC.
 CREDIT AGREEMENT DATED AS OF JULY 25, 2007.





Name of Lender: COMMERZBANK AG, NEW YORK AND GRAND CAYMAN

BRANCHES

 	 
	 	By:  	/s/
Edward C.A. Forsberg, Jr.
 	 
	 	 	Name:  Edward C.A.
Forsberg, Jr. 	 
	 	 	Title:  SVP & Manager 	 
	 
	 	 	 
	 	By:  	/s/ Nivedita Persaud
 	 
	 	 	Name:  Nivedita Persaud 	 
	 	 	Title:  Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE CHS/COMMUNITY 

HEALTH SYSTEMS, INC. CREDIT AGREEMENT

DATED AS OF JULY 25,
2007.



Name of Lender: First Bank


 	 
	 	by  	/s/ Douglas A. Remke
 	 
	 	 	Name:  	Douglas A. Remke 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25, 2007.



Name of Lender: THE BANK OF NASHVILLE

 	 
	 	by  	/s/
C. Dalandus Majors
 	 
	 	 	Name:  	C. Dalandus Majors 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25, 2007.




Name of Lender: SIEMENS FINANCIAL SERVICES, INC.

 	 
	 	by  	/s/ David Kantes
 	 
	 	 	Name:  	David Kantes 	 
	 	 	Title:  	Senior Vice President and Chief Risk Officer 	 
	 
	 	 	 
	 	by  	
/s/ [ILLEGIBLE]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25, 2007.




    Name of Lender: State Bank of India

 	 
	 	    by  	/s/ Ashok Wanchoo
 	 
	 	    Name:  Ashok Wanchoo 	 
	 	    Title: Vice President & Head (Credit) 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25,
2007.



Name of Lender: BANCO ESPIRITO SANTO, S.A., 

NEW YORK BRANCH

 	 
	 	by  	/s/ Terry R. Hull
 	 
	 	 	Name:  	Terry R. Hull 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	by  	      /s/ Andrew M. Orsen
 	 
	 	 	Name:  	Andrew M. Orsen 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE
CHS/COMMUNITY HEALTH 

SYSTEMS, INC.
CREDIT AGREEMENT DATED 

AS OF JULY 25,
2007.



Name of Lender:         
             
                   
                  


 
	 
	 	by  	/s/ Bruce Mendel Sohn
 	 
	 	 	Name:  	Bruce Mendel Sohn 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 











 







Schedule 1.01(a)




Existing Letters of Credit



1. Irrevocable Letter of Credit outstanding as of the date hereof under the Existing Credit
Agreement for the account of Hospital of Fulton, Inc. to Third National Bank in Nashville, in an
aggregate principal amount of $8,138,083.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMBINED LOC’S	 	 	 	 	 	 	 	 	 	 	 
	As of 7/18/07	 	 	 	 	 	 	 	Expiration	 	 	 
	LOC Number	 	Beneficiary	 	Amount	 	 	Date	 	 	Notes
	S 035269	 	SunTrust
	 	 	8,138,088	 	 	 	8/21/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	S 045521	 	National Union Fire Insurance
	 	 	141,500	 	 	 	6/31/2007	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	S 078716	 	Health Care Property Investors Inc
	 	 	2,157,708	 	 	 	8/15/2008	 	 	Autorenewal 90 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	S 103746	 	Hartford Fire Insurance Co
	 	 	300,000	 	 	 	8/31/2007	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM413504	 	LA Patient’s Compensation Fund
	 	 	125,000	 	 	 	7/20/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM416221	 	City of McCaysville
	 	 	357,730	 	 	 	3/19/2008	 	 	Autorenewal 60 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM201505W	 	Secretary US
Dept of Educ
	 	 	448,000	 	 	 	7/27/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM200963W	 	The Doctors Company
	 	 	100,000	 	 	 	11/22/2007	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM201874W	 	Royal and Sunalliance
	 	 	100,000	 	 	 	1/31/2008	 	 	Autorenewal 60 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM203959W	 	CNA — Health Pro
	 	 	8,000,000	 	 	 	7/3/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM209374W	 	Secretary US Dept of Educ
	 	 	837,000	 	 	 	7/27/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM212662W	 	Lexington Insurance Company
	 	 	500,000	 	 	 	3/31/2008	 	 	Autorenewal 30 day renewal period
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	SM224038W	 	Kim and Bonn e Talbott
	 	 	1,939,524	 	 	 	8/19/2007	 	 	Autorenewal 30 day renewal period (final 8/19/09)
	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Subtotal CHS (WACHOVIA BANK)
	 	 	23,144,545	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3029056	 	Victoria of Texas, L.P. — MOB lease expiring 2-2-07
	 	 	617,854	 	 	 	3/30/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3029057	 	Longview Medical Center, L.P. — MOB lease expiring 8-11-07
	 	 	699,078	 	 	 	9/30/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3029054	 	Piney Woods Healthcare Sys (Wood and
 Heights MC) — MOB lease expiring 
9-23-07
	 	 	236,411	 	 	 	9/30/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3041422	 	Triad Hospitals, Inc. — Corp. Office Building lease in Plano expiring 6/21/08
	 	 	2,500,000	 	 	 	10/31/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3045007	 	Triad
Hospitals, Inc. — Malpractice Insurance
	 	 	4,000,000	 	 	 	12/31/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3050992	 	Triad Hospitals, Inc. — Louisiana Patient Comp Fund
	 	 	250,000	 	 	 	8/26/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3051152	 	Triad Hospitals, Inc. — Workers’ Comp
	 	 	300,000	 	 	 	9/13/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3073584	 	Springdale/Bentonville ASC-GP — AR Insurance Dept.
	 	 	100,000	 	 	 	2/23/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3073703	 	Springdale/Bentonville ASC-GP — AR Employement Security Dept.
	 	 	100,000	 	 	 	3/9/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3075987	 	Joresbore Real Property, LLC
	 	 	100,000	 	 	 	6/30/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3080523	 	Triad - El Dorado, Inc (MCSA) — AR Insurance Dept.
	 	 	100,000	 	 	 	2/16/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3080658	 	Matanuska Electric Association, Inc — Mat-Su Valley
	 	 	124,000	 	 	 	3/7/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3081381	 	NPMC, LLC — AR Insurance Dept
	 	 	100,000	 	 	 	4/5/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3081157	 	Triad Hospitals — City of Cedar Park
	 	 	2,905,500	 	 	 	4/12/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3083394	 	NPMC, LLC — AR Dept. of Workforce Services
	 	 	100,000	 	 	 	7/26/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3084911	 	Novasys Health, LLC — Dept of Health & Human Services
	 	 	460,500	 	 	 	10/19/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3085723	 	Northwest Arkansas Employees, LLC (Arkansas Ins Dept)
	 	 	100,000	 	 	 	12/5/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3085708	 	Northwest Arkansas Employees, LLC (Arkansas Dept of Workforce Svc)
	 	 	100,000	 	 	 	12/5/2007	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3086353	 	Triad Hospitals — TAC Hospital Segregated Portfolio
	 	 	3,500,000	 	 	 	1/17/2008	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Subtotal TRI (BANK OF AMERICA)
	 	 	16,393,343	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Combined Totals
	 	 	39,537,887	 	 	 	 	 	 	 







4









 








Schedule 1.01(b)




Subsidiary Guarantors




CHS Subsidiary Guarantors




1. Centre Hospital Corporation

2. Cullman Hospital Corporation

3. Foley Hospital Corporation

4. Fort Payne Hospital Corporation

5. Greenville Hospital Corporation

6. Forrest City Arkansas Hospital Company, LLC

7. Forrest City Clinic Company, LLC

8. Forrest City Hospital Corporation

9. Phillips Hospital Corporation

10. Payson Hospital Corporation

11. Chesterfield/Marlboro, L.P.

12. CHHS Holdings, LLC

13. Cleveland Regional Medical Center, L.P.

14. Community GP Corp.

15. Community Health Investment Corporation

16. Community LP Corp.

17. Fallbrook Hospital Corporation

18. FWCT-1 Acquisition Corporation

19. Hallmark Healthcare Corporation

20. Hospital of Barstow, Inc.

21. Lancaster Hospital Corporation

22. National Healthcare of Cleveland, Inc.

23. National Healthcare of Cullman, Inc.

24. National Healthcare of Decatur, Inc.

25. National Healthcare of Hartselle, Inc.

26. National Healthcare of Leesville, Inc.

27. National Healthcare of Mt. Vernon, Inc.

28. National Healthcare of Newport, Inc.

29. NWI Hospital Holdings, LLC

30. Pennsylvania Hospital Company, LLC

31. Phoenixville Hospital Company, LLC

32. Pottstown Hospital Company, LLC

33. Ruston Hospital Corporation

34. Watsonville Hospital Corporation

35. Webb Hospital Corporation

36. Webb Hospital Holdings, LLC

37. Fannin Regional Hospital, Inc.

38. Anna Hospital Corporation

39. Galesburg Hospital Corporation

40. Granite City Hospital Corporation

41. Granite City Illinois Hospital Company, LLC




5









 





42. Marion Hospital Corporation

43. Red Bud Hospital Corporation

44. Red Bud Illinois Hospital Company, LLC

45. Waukegan Hospital Corporation

46. Waukegan Illinois Hospital Company, LLC

47. Hospital of Fulton,  Inc.

48. Hospital of Louisa, Inc.

49. Jackson Hospital Corporation

50. Ruston Louisiana Hospital Company, LLC

51. Farmington Hospital Corporation

52. Farmington Missouri Hospital Company, LLC

53. Kirksville Hospital Corporation

54. Moberly Hospital, Inc.

55. Williamston Hospital Corporation

56. Salem Hospital Corporation

57. Deming Hospital Corporation

58. Roswell Hospital Corporation

59. San Miguel Hospital Corporation

60. CHS Holdings Corp.

61. Hallmark Holdings Corp.

62. Kay County Hospital Corporation

63. Kay County Oklahoma Hospital Company, LLC

64. CHS Berwick Hospital Corporation

65. Clinton Hospital Corporation

66. Coatesville Hospital Corporation

67. Northampton Hospital Corporation

68. Sunbury Hospital Corporation

69. West Grove Hospital Corporation

70. Brownsville Hospital Corporation

71. Cleveland Hospital Corporation

72. Dyersburg Hospital Corporation

73. Hospital of Morristown, Inc.

74. Jackson Hospital Corporation

75. Jackson, Tennessee Hospital Company, LLC

76. Lakeway Hospital Corporation

77. Lexington Hospital Corporation

78. Martin Hospital Corporation

79. McKenzie Hospital Corporation

80. McNairy Hospital Corporation

81. Shelbyville Hospital Corporation

82. Sparta Hospital Corporation

83. Big Bend Hospital Corporation

84. Big Spring Hospital Corporation

85. Granbury Hospital Corporation

86. Jourdanton Hospital Corporation

87. NHCI of Hillsboro, Inc.




6









 





88. Weatherford Hospital Corporation

89. Weatherford Texas Hospital Company, LLC

90. Tooele Hospital Corporation

91. Emporia Hospital Corporation

92. Franklin Hospital Corporation

93. Petersburg Hospital Company, LLC

94. Russell County Medical Center, Inc.

95. Virginia Hospital Company, LLC

96. Oak Hill Hospital Corporation

97. Evanston Hospital Corporation




Triad Subsidiary Guarantors




1. QHG of Enterprise, Inc.

2. QHG of Jacksonville, Inc.

3. QHG of Springdale, Inc.

4. Triad-El Dorado, Inc.

5. Abilene Hospital, LLC

6. Abilene Merger, LLC

7. Arizona DH, LLC

8. ARMC, LP

9. Birmingham Holdings, LLC

10. Bluffton Health System, LLC

11. Brownwood Hospital, L.P.

12. Brownwood Medical Center, LLC

13. Carlsbad Medical Center, LLC

14. Claremore Regional Hospital, LLC

15. Clarksville Holdings, LLC

16. College Station Hospital, L.P.

17. College Station Medical Center, LLC

18. College Station Merger, LLC

19. CP Hospital GP, LLC

20. CPLP, LLC

21. Crestwood Hospital LP, LLC

22. Crestwood Hospital, LLC

23. CSMC, LLC

24. CSRA Holdings, LLC

25. Deaconess Holdings, LLC

26. Deaconess Hospital Holdings, LLC

27. Desert Hospital Holdings, LLC

28. Detar Hospital, LLC

29. Dukes Health System, LLC

30. Gadsden Regional Medical Center, LLC

31. Greenbrier VMC, LLC

32. GRMC Holdings, LLC

33. Hobbs Medco, LLC




7









 





34. Las Cruces Medical Center, LLC

35. Lea Regional Hospital, LLC

36. Longview Merger, LLC

37. LRH, LLC

38. Lutheran Health Network of Indiana, LLC

39. Massillon Health System, LLC

40. Medical Center of Brownwood, LLC

41. MMC of Nevada, LLC

42. Navarro Hospital, L.P.

43. Navarro Regional, LLC

44. NRH, LLC

45. Oregon Healthcorp, LLC

46. Palmer-Wasilla Health System, LLC

47. Quorum Health Resources, LLC

48. Regional Hospital of Longview, LLC

49. Russellville Holdings, LLC

50. SACMC, LLC

51. San Angelo Community Medical Center, LLC

52. San Angelo Hospital, L.P.

53. San Angelo Medical, LLC

54. Southern Texas Medical Center, LLC

55. St. Joseph Health System, LLC

56. Tennyson Holdings, Inc.

57. Triad Holdings III, LLC

58. Triad Holdings IV, LLC

59. Triad Holdings V, LLC

60. Triad Hospitals, Inc.

61. Triad of Alabama, LLC

62. Triad of Oregon, LLC

63. Triad-ARMC, LLC

64. Triad-Denton Hospital GP, LLC

65. Triad-Denton Hospital, L.P.

66. Triad-Navarro Regional Hospital Subsidiary, LLC

67. VHC Medical, LLC

68. Vicksburg Healthcare, LLC

69. Victoria Hospital, LLC

70. Victoria of Texas, L.P.

71. WHMC, LLC

72. Willamette Valley Medical Center, LLC

73. Women & Children’s Hospital, LLC

74. Woodland Heights Medical Center, LLC

75. Woodward Health System, LLC

76. QHG Georgia Holdings, Inc.

77. QHG Georgia, L.P.

78. Frankfort Health Partner, Inc.

79. IOM Health System, L.P.




8









 






80. QHG of Bluffton, Inc.

81. QHG of Clinton County, Inc.

82. QHG of Fort Wayne, Inc.

83. QHG of Warsaw, Inc.

84. QHG of Forrest County, Inc.

85. QHG of Hattiesburg, Inc.

86. River Region Medical Corporation

87. NC-DSH, Inc.

88. QHG of Barberton, Inc.

89. QHG of Massillon, Inc.

90. SouthCrest, L.L.C.

91. Triad-South Tulsa Hospital Company, Inc.

92. QHG of South Carolina, Inc.

93. QHG of Spartanburg, Inc.




9









 





Schedule 1.01(c)




Mortgaged Property




	 	 	 
	Hospital Name/Address	 	Corporate Owner
	DeKalb Regional Medical Center
 200 Medical Center Drive
 P.O. Box 680778
Fort Payne, AL 35968

	 	Fort Payne Hospital Corporation (AL)
	 
	 	 
	Flowers Hospital 
4370 West Main Street
Dothan, AL 36305

	 	Triad of Alabama, LLC (DE)
	 
	 	 
	Gadsden Regional Medical Center
 1007 Goodyear Avenue
 Gadsden, AL 35903

	 	Gadsden Regional Medical Center, LLC (DE)
	 
	 	 
	Jacksonville Medical Center
 1701 Pelham Road, South
 Jacksonville, AL 36265

	 	QHG of Jacksonville, Inc. (AL)
	 
	 	 
	Medical Center Enterprise
 400 North Edwards St.
 Enterprise, AL 36330

	 	QHG of Enterprise, Inc. (AL)
	 
	 	 
	Parkway Medical Center
 1874 Beltline Rd., SW
 (P.O. Box 2211)
 Decatur, AL 35601

	 	National Healthcare of Decatur, Inc. (DE)
	 
	 	 
	Northwest Medical Center of Benton County
 3000 Medical Center Pkwy.
 Bentonville, AR 72712

	 	QHG of Springdale, Inc. (AR)
	 
	 	 
	Saint Mary’s Regional Medical Center
 1808 West Main Street
 Russellville, AR 72801

	 	Russellville Holdings, LLC (and St. Mary’s Real Property, LLC)
	 
	 	 
	Watsonville Community Hospital
 75 Nielson Street
 Watsonville, CA 95076

	 	Watsonville Hospital Corporation (DE)
	 
	 	 
	Galesburg Cottage Hospital
 695 N. Kellogg St.
 Galesburg, IL 61401

	 	Galesburg Hospital Corporation (IL)
	 
	 	 
	Gateway Regional Medical Center
 2100 Madison Avenue
 Granite City, IL 62040

	 	Granite City Illinois Hospital Company, LLC (IL)
	 
	 	 
	Heartland Regional Medical Center
 3333 West DeYoung
 Marion, IL 62959

	 	Marion Hospital Corporation (IL)
	 
	 	 
	Vista Medical Center (includes East and West)
 1324 N. Sheridan Road
 Waukegan, IL 60085

	 	Hospital Company, LLC (IL)
	 
	 	 
	Bluffton Regional Medical Center
 303 South Main Street
 Bluffton, IN 46714

	 	Bluffton Health System, LLC (DE)
	 
	 	 
	Dukes Memorial Hospital
 275 W. 12th Street 
Peru, IN 46970

	 	Dukes Health System, LLC (DE)






10









 






	 	 	 
	Hospital Name/Address	 	Corporate Owner
	Lutheran Hospital of Indiana
 7950 West Jefferson Blvd.
 Fort Wayne, IN 46804

	 	IOM Health System, L.P. (IN Ltd. Partnership)
	 
	 	 
	St. Joseph Hospital
 700 Broadway
 Fort Wayne, IN 46802

	 	St. Joseph Health System, LLC (DE)
	 
	 	 
	Women and Children’s Hospital
 4200 Nelson Road
 Lake Charles, LA 70605

	 	Women and Children’s Hospital, LLC
	 
	 	 
	River Region Health System
 2100 Highway 61 North/1111 N.
 Frontage Road 
Vicksburg, MS 39183

	 	Vicksburg Healthcare, LLC (DE)
	 
	 	 
	Mineral Area Regional Medical Center
 1212 Weber Road
 Farmington, MO 63640

	 	Farmington Missouri Hospital Company, LLC (MO)
	 
	 	 
	Moberly Regional Medical Center
 1515 Union Avenue
 Moberly, MO 65270

	 	Moberly Hospital, Inc. (MO)
	 
	 	 
	The Memorial Hospital of Salem County
 310 Woodstown Road
 Salem, NJ 08079

	 	Salem Hospital Corporation (NJ)
	 
	 	 
	Alta Vista Regional Hospital
 104 Legion Drive
 Las Vegas, NM 87701

	 	San Miguel Hospital Corporation (NM)
	 
	 	 
	Carlsbad Medical Center
 2430 West Pierce
 Carlsbad, NM 88220

	 	Carlsbad Medical Center, LLC
	 
	 	 
	Eastern New Mexico Medical Center
 405 West Country Club Road 
Roswell, NM 88201

	 	Roswell Hospital Corporation (NM)
	 
	 	 
	Lea Regional Medical Center
 5419 N. Lovington Highway
 Hobbs, NM 88240

	 	Lea Regional Hospital, LLC
	 
	 	 
	Mountain View Regional Medical Center
 4311 East Lohman Avenue
 Las Cruces, NM 88011

	 	Las Cruces Medical Center, LLC (DE)
	 
	 	 
	Claremore Regional Hospital
 1202 N. Muskogee Place
 Claremore, OK 74017

	 	Claremore Regional Hospital, LLC
	 
	 	 
	Ponca City Medical Center
 1900 North 14th Street
 Ponca City, OK 74601

	 	Kay County Oklahoma Hospital Company, LLC (OK)
	 
	 	 
	SouthCrest Hospital
 8801 South 101st East Ave.
 Tulsa, OK 74133

	 	SouthCrest, L.L.C.
	 
	 	 
	Willamette Valley Medical Center
 2700 SE Stratus Avenue 
McMinnville, OR 97128

	 	Willamette Valley Medical Center, LLC
	 
	 	 
	Berwick Hospital Center 
701 East 16th Street
 Berwick, PA 18603

	 	CHS Berwick Hospital Corporation (PA)






11









 






	 	 	 
	Hospital Name/Address	 	Corporate Owner
	Brandywine Hospital
 201 Reeceville Rd.
 Coatesville, PA 19320

	 	Coatesville Hospital Corporation (PA)
	 
	 	 
	Easton Hospital 
250 South 21st Street
 Easton, PA 18042-3892

	 	Northampton Hospital Corporation (PA)
	 
	 	 
	Jennersville Regional Hospital
 1015 West Baltimore Pike 
West Grove, PA. 19390

	 	West Grove Hospital Corporation (PA)
	 
	 	 
	Lock Haven Hospital
 24 Cree Drive
 Lock Haven, PA 17745-2699

	 	Clinton Hospital Corporation (PA)
	 
	 	 
	Phoenixville Hospital
 140 Nutt Road 
Phoenixville, PA 19460

	 	Phoenixville Hospital Company, LLC (DE)
	 
	 	 
	Pottstown Memorial Medical Center 
1600 East High Street 
Pottstown, PA 19464

	 	Pottstown Hospital Company, LLC (DE)
	 
	 	 
	Sunbury Community Hospital
 350 N. Eleventh Street (P. O. Box 737)
Sunbury, PA 17801

	 	Sunbury Hospital Corporation (PA)
	 
	 	 
	Carolinas Hospital System
 805 Pamplico Highway
 Florence, SC 29505

	 	QHG of South Carolina, Inc. (SC)
	 
	 	 
	Springs Memorial Hospital
 800 W. Meeting Street
 Lancaster, SC 29720

	 	Lancaster Hospital Corporation (DE)
	 
	 	 
	Dyersburg Regional Medical Center
 400 Tickle Street
 Dyersburg, TN 38024

	 	Dyersburg Hospital Corporation (TN)
	 
	 	 
	Lakeway Regional Hospital
 726 McFarland Street
 Morristown, TN 37814

	 	Hospital of Morristown, Inc. (TN)
	 
	 	 
	Regional Hospital of Jackson
 367 Hospital Blvd.
 Jackson, TN 38305

	 	Jackson, Tennessee Hospital Company, LLC (TN)
	 
	 	 
	SkyRidge Medical Center (includes Cleveland)
 2305 Chambliss Avenue
 Cleveland. TN 37320

	 	National Healthcare of Cleveland, Inc. (TN)
	 
	 	 
	Volunteer Community Hospital
 161 Mt. Pelia Road 
Martin, TN 38237

	 	Martin Hospital Corporation (TN)
	 
	 	 
	Abilene Regional Medical Center
 6250 Hwy 83 84 
Abilene, TX 79606

	 	ARMC, L.P.
	 
	 	 
	College Station Medical Center
 1604 Rock Prairie
 College Station, TX 77845

	 	College Station Hospital, L.P.
	 
	 	 
	DeTar Hospital Navarro
 506 E. San Antonio Street
 Victoria, TX 77901

	 	Victoria of Texas, L.P.
	 
	 	 
	DeTar Hospital North
 101 Medical Drive
 Victoria, TX 77904

	 	Victoria of Texas, L.P.






12









 






	 	 	 
	Hospital Name/Address	 	Corporate Owner
	San Angelo Community Medical Center
 3501 Knickerbocker Rd.
 San Angelo, TX 76904

	 	San Angelo Hospital, L.P.
	 
	 	 
	Scenic Mountain Medical Center
 1601 West Eleventh Place
 Big Spring, TX 79720

	 	Big Spring Hospital Corporation (TX)
	 
	 	 
	South Texas Regional Medical Center
 1905 Highway 97 E
 Jourdanton, TX 78026

	 	Jourdanton Hospital Corporation (TX)
	 
	 	 
	Mountain West Medical Center
 2055 N. Main 
Tooele, UT 84074-2794

	 	Tooele Hospital Corporation (UT)
	 
	 	 
	Southern Virginia Regional Medical Center
 727 North Main Street
 Emporia, VA 23847

	 	Emporia Hospital Corporation (VA)
	 
	 	 
	Southampton Memorial Hospital
 100 Fairview Drive 
Franklin, VA 23851

	 	Franklin Hospital Corporation (VA)
	 
	 	 
	Greenbrier Valley Medical Center
 202 Maplewood Avenue 
Ronceverte, WV 24970

	 	Greenbrier VMC, LLC (and GRB Real Estate, LLC)







13









 








Schedule 1.01(d)




Hospitals




CHS HOSPITALS




Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Cherokee Medical Center

400 Northwood Drive

Centre, AL 35960 (Centre)

Centre Hospital Corporation (AL)




DeKalb Regional Medical Center

200 Medical Center Drive

P. O. Box 680778

Fort Payne, AL 35968 (DeKalb)

Fort Payne Hospital Corporation (AL)




Hartselle Medical Center

201 Pine St. N.W. (P.O. Box 969)

Hartselle, AL 35640 (Morgan)

National Healthcare of Hartselle, Inc. (DE)




L.V. Stabler Memorial Hospital

29 L.V. Stabler Drive

Greenville, AL 36037 (Butler)

Greenville Hospital Corporation (AL)




Parkway Medical Center

1874 Beltline Rd., SW (P.O. Box 2211)

Decatur, AL 35601 (Morgan)

National Healthcare of Decatur, Inc. (DE)




South Baldwin Regional Medical Center

1613 North McKenzie Street

Foley, AL 36535 (Baldwin)

Foley Hospital Corporation (AL)




Woodland Medical Center

1910 Cherokee Avenue S.W.

Cullman, AL 35055 (Cullman)

National Healthcare of Cullman, Inc. (DE)




Payson Regional Medical Center

807 South Ponderosa

Payson, AZ 85541 (Gila)

Payson Hospital Corporation (AZ)




Western Arizona Regional Medical Center

2735 Silver Creek Road

Bullhead City, AZ 86442 (Mohave)

Bullhead City Hospital Corporation (AZ)




14









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Forrest City Medical Center

1601 Newcastle Road

Forrest City, AR 72336 (Saint Francis)

Forrest City Arkansas Hospital Company, LLC (AR)




Harris Hospital

1205 McLain

Newport, AR 72112 (Jackson)

National Healthcare of Newport, Inc. (DE)




Helena Regional Medical Center

1801 Martin Luther King Drive / PO Box 788

Helena, AR 72342 (Phillips)

Phillips Hospital Corporation (AR)




Barstow Community Hospital

555 South 7th Street

Barstow, CA 92311 (San Bernardino)

Hospital of Barstow, Inc. (DE)




Fallbrook Hospital

624 East Elder

Fallbrook, CA 92028 (San Diego)

Fallbrook Hospital Corporation (DE)




Watsonville Community Hospital

75 Nielson Street

 Watsonville, CA 95076 (Santa Cruz)

Watsonville Hospital Corporation (DE)




Lake Wales Medical Center

410 South 11th Street

Lake Wales, FL 33853 (Polk)

Lake Wales Hospital Corporation (FL)




North Okaloosa Medical Center

151 Redstone Avenue, S.E.

Crestview, FL 32539-6026 (Okaloosa)

Crestview Hospital Corporation (FL)




Fannin Regional Hospital

2855 Old Highway 5, North

Blue Ridge, GA 30513 (Fannin)

Fannin Regional Hospital, Inc. (GA)




Crossroads Community Hospital

#8 Doctor’s Park Road

Mt. Vernon, IL 62864 (Jefferson)

National Healthcare of Mt. Vernon, Inc. (DE)




15









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401 (Knox)

Galesburg Hospital Corporation (IL)




Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040 (Madison)

Granite City Illinois Hospital Company, LLC (IL)




Heartland Regional Medical Center

3333 West DeYoung

Marion, IL 62959 (Williamson)

Marion Hospital Corporation (IL)




Red Bud Regional Hospital

325 Spring Street

Red Bud, IL 62278 (Randolph)

Red Bud Illinois Hospital Company, LLC (IL)




Union County Hospital

517 North Main

Anna, IL 62906 (Union)

Anna Hospital Corporation (IL)

*Managed Facility




Vista Medical Center (includes East and West)

1324 N. Sheridan Road

Waukegan, IL 60085 (Lake)

Waukegan Illinois Hospital Company, LLC (IL)




Porter Memorial Hospital

814 LaPorte Avenue

Valparaiso, IN 46383 (Porter; [Jasper])

Porter Hospital, LLC (DE)




Kentucky River Medical Center

540 Jetts Drive

Jackson, KY 41339 (Breathitt)

Jackson Hospital Corporation (KY)




Parkway Regional Hospital

2000 Holiday Lane (P.O. Box 866)

Fulton, KY 42041 (Fulton)

Hospital of Fulton, Inc. (KY)




Three Rivers Medical Center

Highway 644 (P.O. Box 769)

Louisa, KY 41230 (Lawrence)

Hospital of Louisa, Inc. (KY)




16









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Byrd Regional Hospital

1020 Fertitta Blvd.

Leesville, LA 71446 (Vernon Parish)

National Healthcare of Leesville, Inc. (DE)




River West Medical Center

59355 River West Drive

Plaquemine, LA 70764-9543 (Iberville Parish)

River West, L.P. (DE-Limited Partnership)




Mineral Area Regional Medical Center

1212 Weber Road

Farmington, MO 63640 (Saint Francois)

Farmington Missouri Hospital Company, LLC (MO)




Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270 (Randolph)

Moberly Hospital, Inc. (MO)




Northeast Regional Medical Center

315 S. Osteopathy

Kirksville, MO 63501 (Adair)

Kirksville Missouri Hospital Co., LLC (MO)




The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079 (Salem)

Salem Hospital Corporation (NJ)




Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701 (San Miguel)

San Miguel Hospital Corporation (NM)




Eastern New Mexico Medical Center

405 West Country Club Road

Roswell, NM 88201 (Chaves)

Roswell Hospital Corporation (NM)




Mimbres Memorial Hospital

900 W. Ash Street

Deming, NM 88030 (Luna)

Deming Hospital Corporation (NM)




Martin General Hospital

310 S. McCaskey Road

Williamston, NC 27892 (Martin)

Williamston Hospital Corporation (NC)




17









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Ponca City Medical Center

1900 North 14th Street

Ponca City, OK 74601 (Kay)

Kay County Oklahoma Hospital Company, LLC (OK)




Berwick Hospital Center

701 East 16th Street

Berwick, PA 18603 (Columbia)

CHS Berwick Hospital Corporation (PA)




Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320 (Chester)

Coatesville Hospital Corporation (PA)




Chestnut Hill Hospital

8835 Germantown Avenue

Philadelphia, PA 19118 (Montgomery)

CHHS Hospital Company, LLC (DE)




Easton Hospital

250 South 21st Street

Easton, PA 18042-3892 (Northampton)

Northampton Hospital Corporation (PA)




Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA. 19390 (Chester)

West Grove Hospital Corporation (PA)




Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699 (Washington)

Clinton Hospital Corporation (PA)




Phoenixville Hospital

140 Nutt Road

Phoenixville, PA 19460 (Chester)

Phoenixville Hospital Company, LLC (DE)




Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464 (Montgomery)

Pottstown Hospital Company, LLC (DE)




Sunbury Community Hospital

350 N. Eleventh Street (P. O. Box 737)

Sunbury, PA 17801 (Northumberland)

Sunbury Hospital Corporation (PA)




18









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Chesterfield General Hospital

Highway 9 West (P.O. Box 151)

Cheraw, SC 29520 (Chesterfield)

Chesterfield/Marlboro, LP (DE-Lmtd Prtnrshp)




Marlboro Park Hospital

1138 Cheraw Hwy (P.O. Box 738)

Bennettsville, SC 29512 (Marlboro)

Chesterfield/Marlboro, L.P. (DE-Lmtd.Prtnshp)




Springs Memorial Hospital

800 W. Meeting Street

Lancaster, SC 29720 (Lancaster)

Lancaster Hospital Corporation (DE)




Bedford County Medical

845 Union Street

Shelbyville, TN 37160 (Bedford)

Shelbyville Hospital Corporation (TN)




Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024 (Dyer)

Dyersburg Hospital Corporation (TN)




Haywood Park Community Hospital

2545 N. Washington Ave.

Brownsville, TN 38012 (Haywood)

Brownsville Hospital Corporation (TN)




Henderson County Community Hospital

200 West Church St.

Lexington, TN 38351 (Henderson)

Lexington Hospital Corporation (TN)




Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814 (Hamblen)

Hospital of Morristown, Inc. (TN)




McKenzie Regional Hospital

161 Hospital Dr.

McKenzie, TN 38201 (Carroll)

McKenzie Hospital Corporation (TN)




McNairy Regional Hospital

705 Poplar Ave.

Selmer, TN 38375 (McNairy)

McNairy Hospital Corporation (TN)




19









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Regional Hospital of Jackson

367 Hospital Blvd.

Jackson, TN 38305 (Madison)

Jackson, Tennessee Hospital Company, LLC (TN)




SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320 (Bradley)

National Healthcare of Cleveland, Inc. (TN)




Volunteer Community Hospital

161 Mt. Pelia Road

Martin, TN 38237 (Weakley)

Martin Hospital Corporation (TN)




White County Community Hospital

401 Sewell Road

Sparta, TN 38583 (White)

Sparta Hospital Corporation (TN)




Big Bend Regional Medical Center

2600 Highway 118 North

Alpine, TX 79830 (Brewster)

 Big
Bend Hospital Corporation (TX)




Cleveland Regional Medical Center

300 E. Crockett
 Cleveland, TX 77327 (Liberty)

Cleveland Regional Medical Center, L.P.

(DE-Limited Partnership)




Hill Regional Hospital

101 Circle Drive

Hillsboro, TX 76645 (Hill)

NHCI of Hillsboro, Inc. (TX)




Lake Granbury Medical Center

1310 Paluxy Road

Granbury, TX 76048 (Hood)

Granbury Hospital Corporation (TX)




Laredo Medical Center

1700 East Saunders

Laredo, TX 78041 (Webb)

Laredo Texas Hospital Company, L.P. (TX)




Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720 (Howard)

Big Spring Hospital Corporation (TX)





20











 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026 (Atascosa)

Jourdanton Hospital Corporation (TX)




Weatherford Regional Medical Center

713 E. Anderson Street

Weatherford, TX 76086 (Parker)

Weatherford Texas Hospital Company, LLC (TX)




Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794 (Tooele)

Tooele Hospital Corporation (UT)




Russell County Medical Center

58 Carroll Street

Lebanon, VA 24266 (Russell)

Russell County Medical Center, Inc. (VA)




Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847 (Greensville)

Emporia Hospital Corporation (VA)




Southside Regional Medical Center

801 South Adams Street

Petersburg, VA 23803 (Prince George)

Petersburg Hospital Company, LLC (VA)




Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851 (Southampton)

Franklin Hospital Corporation (VA)




Plateau Medical Center

430 Main Street

Oak Hill, WV 25901 (Fayette)

Oak Hill Hospital Corporation (WV)




Evanston Regional Hospital

190 Arrowhead Drive

Evanston, WY 82930 (Uinta)

Evanston Hospital Corporation (WY)




21









 





TRIAD HOSPITALS




Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Crestwood Medical Center

One Hospital Dr.

Huntsville, AL 35801 (Madison)

Crestwood Healthcare, L.P.




Flowers Hospital

4370 West Main Street

Dothan, AL 36305 (Houston)

Triad of Alabama, LLC (DE)




Gadsden Regional Medical Center

1007 Goodyear Avenue

Gadsden, AL 35903 (Etowah)

Gadsden Regional Medical Center, LLC (DE)




Jacksonville Medical Center

1701 Pelham Road, South

Jacksonville, AL 36265 (Calhoun)

QHG of Jacksonville, Inc. (AL)




Medical Center Enterprise

400 North Edwards St.

Enterprise, AL 36330 (Coffee)

QHG of Enterprise, Inc. (AL)




Trinity Medical Center

800 Montclair Rd.

Birmingham, AL 35213 (Jefferson)

Affinity Hospital, LLC (DE)




Mat-Su Regional Medical Center

2500 S. Woodworth Loop

Palmer, AK 99645 (Matanuska-Susitna) (Palmer)

Mat-Su Valley Medical Center, LLC




Northwest Medical Center

6200 N. LaCholla Blvd.

Tucson, AZ 85755 (Pima)

Northwest Hospital, LLC




Northwest Medical Center Oro Valley

1551 E. Tangerine Road

Oro Valley, AZ 85755 (Pima)

Oro Valley Hospital, LLC (Northwest Hospital, LLC)




Medical Center of South Arkansas

700 West Grove Street

El Dorado, AR 71730 (Union)

MCSA, L.L.C.




22









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




National Park Medical Center

1910 Malvern Ave.

Hot Springs, AR 71901 (Garland)

Hot Springs National Park Hospital Holdings, LLC

(and National Park Real Property, LLC)




NEA Medical Center

3024 Stadium Blvd.

Jonesboro, AR 72401 (Craighead)

Northeast Arkansas Health System, LLC

(and Jonesboro Real Property, LLC)




Northwest Medical Center of Benton County

3000 Medical Center Pkwy.

Bentonville, AR 72712 (Benton)

QHG of Springdale, Inc. (AR)




Northwest Medical Center of Washington County

609 West Maple Ave.

Springdale, AR 72765 (Washington)

Northwest Arkansas Hospitals, LLC (DE)




Saint Mary’s Regional Medical Center

1808 West Main Street

Russellville, AR 72801 (Pope)

Russellville Holdings, LLC

(and St. Mary’s Real Property, LLC)




Willow Creek Women’s Hospital

4301 Greathouse Springs Road

Johnson, AR 72741 (Washington)

Northwest Arkansas Hospitals, LLC (DE)




St. Joseph Hospital

2260 Wrightsboro Road

Augusta, GA 30904 (Augusta-Richmond)

Augusta Hospital, LLC (DE)




Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714 (Wells)

Bluffton Health System, LLC (DE)




Dukes Memorial Hospital

275 W. 12th Street

Peru, IN 46970 (Miami)

Dukes Health System, LLC (DE)




23









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Dupont Hospital

2520 E. Dupont Road

Fort Wayne, IN 46825 (Allen)

Dupont Hospital, LLC (DE)




Kosciusko Community Hospital

2101 E. DuBois Drive

Warsaw, IN 46580 (Kosciusko)

Warsaw Health System, LLC (DE)




Lutheran Hospital of Indiana

7950 West Jefferson Blvd.

Fort Wayne, IN 46804 (Allen)

IOM Health System, L.P. (IN Ltd. Partnership)




St. Joseph Hospital

700 Broadway

Fort Wayne, IN 46802 (Allen)

St. Joseph Health System, LLC (DE)




Women and Children’s Hospital

4200 Nelson Road

Lake Charles, LA 70605 (Calcasieu)

Women and Children’s Hospital, LLC




River Region Health System

2100 Highway 61 North/1111 N.

Frontage Road

Vicksburg, MS 39183 (Warren)

Vicksburg Healthcare, LLC (DE)




Wesley Medical Center

5001 Hardy Street

Hattiesburg, MS 39402 (Forrest)

Wesley Health System, LLC (DE)




Mesa View Regional Hospital

1299 Bertha Howe Avenue

Mesquite, NV 89024 (Clark)

MMC of Nevada, LLC (DE)




Carlsbad Medical Center

2430 West Pierce

Carlsbad, NM 88220 (Eddy)

Carlsbad Medical Center, LLC




Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240 (Lea) 

Lea Regional Hospital, LLC




24









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011 (Dona Ana)

Las Cruces Medical Center, LLC (DE)




Affinity Medical Center Doctors Campus

400 Austin Avenue N.W.

Massillon, OH 44646 (Stark)

DHSC, LLC (DE)




Affinity Medical Center Massillon Campus

875 Eighth Street NE

Massillon, OH 44646 (Stark)

MC Hospital, LLC (DE)




Barberton Citizens Hospital

155 Fifth Street NE

Barberton, OH 44203 (Summit)

Barberton Health System, LLC (DE)




Claremore Regional Hospital

1202 N. Muskogee Place

Claremore, OK 74017 (Rogers)

Claremore Regional Hospital, LLC




Deaconess Hospital

5501 N. Portland Ave.

Oklahoma City, OK 73112 (Oklahoma)

Deaconess Health System, LLC




SouthCrest Hospital

8801 South 101st East Ave.

Tulsa, OK 74133 (Tulsa)

SouthCrest, L.L.C.




Woodward Regional Hospital

900 17th Street

Woodward, OK 73801 (Woodward)

Woodward Health System, LLC (DE)




McKenzie-Willamette Medical Center

1460 G Street

Springfield, OR 97477 (Lane)

McKenzie-Willamette Reg. Med. Ctr. Assoc., LLC




Willamette Valley Medical Center

2700 SE Stratus Avenue

McMinnville, OR 97128 (Yamhill)

Willamette Valley Medical Center, LLC




25









 





Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Carolinas Hospital System

805 Pamplico Highway

Florence, SC 29505 (Florence)

QHG of South Carolina, Inc. (SC)




Mary Black Healthcare

1700 Skylyn Drive

Spartanburg, SC 29307 (Spartanburg)

Mary Black Health System, LLC (DE)




Gateway Medical Center

1771 Madison Street

Clarksville, TN 37043 (Montgomery)

Clarksville Health System, G.P. (DE)




Abilene Regional Medical Center

6250 Hwy 83 84

Abilene, TX 79606 (Taylor)

ARMC, L.P.




Brownwood Regional Medical Center

1501 Burnet

Brownwood, TX 76801 (Brown)

Brownwood Hospital, L.P.




Cedar Park Regional Medical Center

1490 East Whitestone Boulevard, Suite 150

Cedar Park, TX 78613 (Williamson)

Cedar Park Health System, L.P.




College Station Medical Center

1604 Rock Prairie

College Station, TX 77845 (Brazos)

College Station Hospital, L.P.




DeTar Hospital Navarro

506 E. San Antonio Street

Victoria, TX 77901 (Victoria)

Victoria of Texas, L.P.




DeTar Hospital North

101 Medical Drive

Victoria, TX 77904 (Victoria)

Victoria of Texas, L.P.




Longview Regional Medical Center

2901 N. Fourth Street

Longview, TX 75605 (Gregg)

Longview Medical Center, L.P.




26









 






Hospital Name/

Address (County)/

Corporate Owner/Lessee/Operator




Navarro Regional Hospital

3201 W. Highway 22

Corsicana, TX 75110 (Navarro)

Navarro Hospital, L.P.




Presbyterian Hospital of Denton

3000 North I-35

Denton, TX 76201 (Denton)

Triad-Denton Hospital, L.P.




San Angelo Community Medical Center

3501 Knickerbocker Rd.

San Angelo, TX 76904 (Tom Green)

San Angelo Hospital, L.P.




Woodland Heights Medical Center

505 S. John Redditt Drive

Lufkin, TX 75904 (Angelina)

Piney Woods Healthcare System, L.P.




Greenbrier Valley Medical Center

202 Maplewood Avenue

Ronceverte, WV 24970 (Greenbrier)

Greenbrier VMC, LLC (and GRB Real Estate, LLC)




Beacon Hospital

Sandyford, Ireland

THI Beacon Court Limited




27









 





Schedule 1.01(f)




Certain Subsidiaries




1. River West, L.P.




28









 





Schedule 2.01 




Lenders and Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	Term Loan	 	Delayed Draw	 	Total Lender
	Lender	 	Commitment	 	Commitment 	 	Commitment	 	Commitment
	Credit Suisse
	 	$	52,500,000	 	 	$	2,526,569,800	 	 	$	162,768,000	 	 	$	2,741,837,800	 
	Wachovia
	 	 	52,500,000	 	 	 	1,676,851,200	 	 	 	110,592,000	 	 	 	1,839,943,200	 
	Merrill Lynch & Co.
	 	 	45,000,000	 	 	 	242,600,000	 	 	 	16,000,000	 	 	 	303,600,000	 
	JP Morgan
	 	 	45,000,000	 	 	 	242,600,000	 	 	 	16,000,000	 	 	 	303,600,000	 
	Citicorp N.A. Inc.
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	GE
Healthcare Financial Services
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Goldman Sachs
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Sun Trust
	 	 	40,000,000	 	 	 	151,625,000	 	 	 	10,000,000	 	 	 	201,625,000	 
	Key Bank, N.A.
	 	 	25,000,000	 	 	 	92,000,000	 	 	 	8,000,000	 	 	 	125,000,000	 
	Calyon
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Bank of Nova Scotia
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	UBS
	 	 	25,000,000	 	 	 	92,000,000	 	 	 	8,000,000	 	 	 	125,000,000	 
	National City
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Fifth/Third Bank
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Barclays Capital
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	ABN AMRO/LaSalle Bank
	 	 	25,000,000	 	 	 	97,646,500	 	 	 	6,440,000	 	 	 	129,086,500	 
	Sovereign Bank
	 	 	40,000,000	 	 	 	0	 	 	 	0	 	 	 	40,000,000	 
	Wells Fargo Foothill
	 	 	25,000,000	 	 	 	0	 	 	 	0	 	 	 	25,000,000	 
	Mizuho Corporate Bank, Ltd
	 	 	25,000,000	 	 	 	0	 	 	 	0	 	 	 	25,000,000	 






29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	Term Loan	 	Delayed Draw	 	Total Lender
	Lender	 	Commitment	 	Commitment 	 	Commitment	 	Commitment
	United Overseas Bank
	 	 	20,000,000	 	 	 	0	 	 	 	0	 	 	 	20,000,000	 
	Bank of Oklahoma
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Bayern LB (Bayerische
Landesbank)
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Carolina First
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Raymond James Bank
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Regions Bank/AmSouth
	 	 	10,000,000	 	 	 	0	 	 	 	0	 	 	 	10,000,000	 
	Commerzbank
	 	 	8,500,000	 	 	 	0	 	 	 	0	 	 	 	8,500,000	 
	FirstBank
	 	 	7,500,000	 	 	 	0	 	 	 	0	 	 	 	7,500,000	 
	Bank of Nashville
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	Siemens Financial Services Inc.
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	State Bank of India
	 	 	5,000,000	 	 	 	0	 	 	 	0	 	 	 	5,000,000	 
	Banco Espirito Santo
	 	 	4,000,000	 	 	 	0	 	 	 	0	 	 	 	4,000,000	 
	TOTAL COMMITMENT
	 	$	750,000,000	 	 	$	6,065,000,000	 	 	$	400,000,000	 	 	$	7,215,000,000	 






30









 





Schedule 3.08




Subsidiaries




Please see attached.




31









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Community Health Systems, Inc.

	 	 	 	DE
	 	Parent
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	CHS/Community Health Systems, Inc.

	 	Community Health
Systems, Inc.
	 	DE
	 	Borrower
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	FWCT-1 Acquisition Corporation

	 	CHS/Community
Health Systems,
Inc.
	 	DE
	 	Material (will
merge into Triad
Hospitals, Inc. and
change name to
“Triad Healthcare
Corporation”)
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Anna Hospital Corporation


Union County Hospital
 517 North
Main 
Anna, IL 62906 (Union) 
Anna
Hospital Corporation (IL)

	 	CHS Holdings Corp.
	 	IL
	 	Material
	 	d/b/a Union County Hospital; Union County
Hospital Long Term Care; Hospital Home
Health
	 
	 	 	 	 	 	 	 	 
	Big Bend Hospital Corporation


Big Bend Regional
Medical Center
 2600 Highway 118
North
 Alpine, TX 79830 (Brewster) 

Big Bend Hospital Corporation (TX)

	 	CHS Holdings Corp.
	 	TX
	 	Material
	 	d/b/a Big Bend Regional Medical Center; Big
Bend Regional Medical Center Home Health
Agency; Alpine Rural Health Clinic;
Presidio Rural Health Clinic; Marfa Rural
Health Clinic
	 
	 	 	 	 	 	 	 	 
	Big Spring Hospital Corporation


Scenic Mountain Medical
Center 
1601 West Eleventh Place 
Big
Spring, TX 79720 (Howard) 
Big
Spring Hospital Corporation (TX)

	 	CHS Holdings Corp.
	 	TX
	 	Material
	 	d/b/a Scenic Mountain Medical Center;
Scenic Mountain Home Health; Scenic
Mountain Medical Center Skilled Nursing
Facility; Scenic Mountain Medical Center
Psychiatric Unit
	 
	 	 	 	 	 	 	 	 
	Brownsville Hospital Corporation


Haywood Park Community
Hospital

2545 N. Washington Ave. 

Brownsville, TN 38012 (Haywood) 

Brownsville Hospital Corporation
(TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a Haywood Park Community Hospital
	 
	 	 	 	 	 	 	 	 
	Centre Hospital Corporation


Cherokee Medical Center
 400
Northwood Drive 
Centre, AL 35960
(Centre) 
Centre Hospital
Corporation (AL)

	 	CHS Holdings Corp.
	 	AL
	 	Material
	 	d/b/a Cherokee Medical Center






Page 1 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Chesterfield/Marlboro, L.P.


Chesterfield General Hospital 
Highway
9 West (P.O. Box 151)
 Cheraw, SC 29520
(Chesterfield) 
Chesterfield/Marlboro,
LP 
(DE-Lmtd Prtnrshp)


Marlboro Park Hospital
 1138 Cheraw Hwy
(P.O. Box 738)
 Bennettsville, SC 29512
(Marlboro)
 Chesterfield/Marlboro, L.P.


(DE-Lmtd.Prtnshp)

	 	Community LP
Corp.-99.5%;
Community GP
Corp.-.5%
	 	DE
	 	Material
	 	d/b/a Marlboro Park Hospital;
Chesterfield General Hospital
	 
	 	 	 	 	 	 	 	 
	CHHS Holdings, LLC

	 	Pennsylvania
Hospital Company,
LLC — 99%; Hallmark
Healthcare
Corporation 1%
	 	DE
	 	Material
	 	owns 85% of Chestnut Hill Health
System, LLC
	 
	 	 	 	 	 	 	 	 
	CHS Berwick Hospital Corporation


Berwick Hospital Center 
701 East
16th Street 
Berwick, PA 18603 (Columbia) 

CHS Berwick Hospital Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Berwick Hospital Center; Berwick
Recovery System; Berwick Hospital
Center Home Health Agency; Berwick
Retirement Village Nursing Home; ;
Berwick Home Health Hospice Care;
Berwick Family Medicine and Obstetrics;
Berwick Hospital CRNA Group
	 
	 	 	 	 	 	 	 	 
	CHS Holdings Corp.

	 	Community Health

Investment

Corporation
	 	NY
	 	Material
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Cleveland Hospital Corporation

	 	Hallmark Holdings
Corp.
	 	TN
	 	Material
	 	owns 100% National Healthcare of
Cleveland, Inc.
	 
	 	 	 	 	 	 	 	 
	Cleveland
Regional Medical Center, L.P.


Cleveland Regional Medical Center

300 E. Crockett 
Cleveland, TX 77327
(Liberty) 
Cleveland Regional Medical
Center, L.P. 
(DE-Limited Partnership)

	 	Community LP
Corp.-99.5%;
Community GP
Corp.-.5%
	 	DE
	 	Material
	 	d/b/a Cleveland Regional Medical Center;
Cleveland Regional Medical Center Home
Health Agency
	 
	 	 	 	 	 	 	 	 
	Clinton Hospital Corporation


Lock Haven Hospital 
24 Cree Drive
 Lock
Haven, PA 17745-2699 (Washington) 

Clinton Hospital Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Lock Haven Hospital; Lock Haven
Hospital — Extended Care Unit; Haven
Wound Care Clinic, an Affiliate of Lock
Haven Hospital; Haven Diagnostic Sleep
Lab; Haven Occupational Health






Page 2 of 67









 






Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Coatesville Hospital Corporation


Brandywine Hospital
 201 Reeceville Rd.

Coatesville, PA 19320 (Chester)

Coatesville Hospital Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Brandywine Hospital; Brandywine
Health System; Brandywine School of
Nursing; Brandywine Home Health;
Brandywine Hospital Hospice; Brandywine
Hospital Women’s Health — New Garden;
Brandywine Hospital Cardiothoracic
Surgery
	 
	 	 	 	 	 	 	 	 
	Community GP Corp.

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	Dynamic Hospitals GP (0.5% of each of
Chesterfield/ Marlboro, L.P.; River
West, L.P., Cleveland Regional
Hospital, L.P.)
	 
	 	 	 	 	 	 	 	 
	Community Health Investment Corporation

	 	CHS/Community
Health Systems,
Inc.
	 	DE
	 	Material
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Community LP Corp.

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	Dynamic Hospitals LP (99.5% of each of
(0.5% of each of Chesterfield/Marlboro,
L.P.; River West, L.P.,
Cleveland Regional Hospital, L.P.)
	 
	 	 	 	 	 	 	 	 
	Cullman Hospital Corporation

	 	Hallmark Holdings
Corp.
	 	AL
	 	Material
	 	owns 100% of National Healthcare of
Cullman, Inc.
	 
	 	 	 	 	 	 	 	 
	Deming Hospital Corporation


Mimbres Memorial Hospital 
900 W. Ash
Street
 Deming, NM 88030 (Luna) 
Deming
Hospital Corporation (NM)

	 	CHS Holdings Corp.
	 	NM
	 	Material
	 	d/b/a Mimbres Memorial Hospital and
Nursing Home; Deming Rural Health
Clinic; Mimbres Home Health Hospice
	 
	 	 	 	 	 	 	 	 
	Dyersburg Hospital Corporation


Dyersburg Regional Medical Center
 400
Tickle Street
 Dyersburg, TN 38024
(Dyer) 
Dyersburg Hospital Corporation
(TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a Dyersburg Regional
Medical Center;
Regional Home Care, Dyersburg; Regional
Home Care, Jackson; Regional Home Care,
Lexington; Regional Home Care, Martin;
Regional Home Care, McKenzie; Regional
Home Care, Selmer; Regional Home Care,
Brownsville; Ambulance Service of
Dyersburg; Dyersburg Emergency
Physicians
	 
	 	 	 	 	 	 	 	 
	Emporia Hospital Corporation


Southern Virginia Regional Medical
Center 
727 North Main Street
 Emporia,
VA 23847 (Greensville) 
Emporia
Hospital Corporation (VA)

	 	CHS Holdings Corp.
	 	VA
	 	Material
	 	d/b/a Southern Virginia Regional
Medical Center;
Greensville Memorial Hospital; South
Central Virginia Pain Center; Southern
Virginia Regional Medical Center Home
Health Agency






Page 3 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Evanston Hospital Corporation


Evanston Regional Hospital 

190 Arrowhead Drive 
Evanston, WY
82930 (Uinta) 
Evanston
Hospital Corporation (WY)

	 	CHS Holdings Corp.
	 	WY
	 	Material
	 	d/b/a Evanston Regional Hospital; Evanston
Regional Hospital Home Care; Evanston
Dialysis Center; Uinta Family Practice;
Bridger Valley Family Practice; Evanston
Regional Hospice; Bridger Valley Physical
Therapy
	 
	 	 	 	 	 	 	 	 
	Fallbrook Hospital Corporation


Fallbrook Hospital
 624 East
Elder 
Fallbrook, CA 92028 (San
Diego) 
Fallbrook Hospital
Corporation (DE)

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	d/b/a Fallbrook Hospital; Fallbrook
Hospital Home Health; Fallbrook Hospital
Skilled Nursing Facility; Fallbrook
Hospital Hospice
	 
	 	 	 	 	 	 	 	 
	Fannin Regional Hospital, Inc.


Fannin Regional Hospital 
2855
Old Highway 5, North 
Blue
Ridge, GA 30513 (Fannin)

Fannin Regional Hospital, Inc.
(GA)

	 	CHS Holdings Corp.
	 	GA
	 	Material
	 	d/b/a Fannin Regional Hospital; Fannin
Regional M.O.B.; 

Tri-County Diagnostic
Center; Medical Specialties of Ellijay
	 
	 	 	 	 	 	 	 	 
	Farmington Hospital Corporation

	 	CHS Holdings Corp.
	 	MO
	 	Material
	 	Owns 100% Farmington Missouri
Hospital
Company, LLC
	 
	 	 	 	 	 	 	 	 
	Farmington Missouri Hospital
Company, LLC


Mineral Area Regional Medical
Center 
1212 Weber Road 

Farmington, MO 63640 (Saint
Francois) 
Farmington Missouri
Hospital Company, LLC (MO)

	 	Farmington Hospital

Corporation
	 	MO
	 	Material
	 	d/b/a Mineral Area Regional
Medical Center;
Mineral Area Regional Medical Center Home
Health Services; Mineral Area Anesthesia
Associates; Mineral Area ER Associates;
Mineral Area Oncology Associates;
Children’s Haven; Pilot Knob Rural Health
Clinic
	 
	 	 	 	 	 	 	 	 
	Foley Hospital Corporation



South Baldwin Regional
Medical Center
 1613 North
McKenzie Street 
Foley, AL 36535
(Baldwin)
 Foley Hospital
Corporation (AL)

	 	CHS Holdings Corp.
	 	AL
	 	Material
	 	d/b/a South Baldwin Regional Medical Center;
South Baldwin Regional Medical Center Home
Health Agency
	 
	 	 	 	 	 	 	 	 
	Forrest City Arkansas Hospital
Company, LLC


Forrest City Medical Center 

1601 Newcastle Road 
Forrest
City, AR 72336 (Saint Francis) 

Forrest City Arkansas Hospital
Company, LLC (AR)

	 	Forrest City

Hospital

Corporation
	 	AR
	 	Material
	 	d/b/a Forrest City Medical Center; Forrest
City Emergency Medicine Associates






Page 4 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Forrest City Hospital Corporation

	 	CHS Holdings Corp.
	 	AR
	 	Material
	 	Owns 100% Forrest City
 Arkansas
Hospital Company, LLC
	 
	 	 	 	 	 	 	 	 
	Fort Payne Hospital Corporation


DeKalb Regional Medical Center

200 Medical Center Drive 
P.O.
Box 680778
 Fort Payne, AL 35968
(DeKalb) 
Fort Payne Hospital
Corporation (AL)

	 	CHS Holdings Corp.
	 	AL
	 	Material
	 	d/b/a DeKalb Regional Medical Center
	 
	 	 	 	 	 	 	 	 
	Franklin Hospital Corporation


Southampton Memorial Hospital 

100 Fairview Drive
 Franklin, VA
23851 (Southampton)
 Franklin
Hospital Corporation (VA)

	 	CHS Holdings Corp.
	 	VA
	 	Material
	 	d/b/a Southampton Memorial Hospital;


New Outlook; Southampton Memorial
Hospice; Southampton Memorial Home
Health Agency; Southampton Memorial
Hospital Skilled Nursing Facility;
Southampton Primary Care;
Southampton Surgical Group; Boykins
Family Practice; Southampton
Memorial Hospital; East Pavillion
Nursing Facility
	 
	 	 	 	 	 	 	 	 
	Galesburg Hospital Corporation


Galesburg Cottage Hospital
 695
N. Kellogg St.
 Galesburg, IL
61401 (Knox) 
Galesburg Hospital
Corporation (IL)

	 	CHS Holdings Corp.
	 	IL
	 	Material
	 	d/b/a Galesburg Cottage Hospital;
Galesburg Cottage Hospital Skilled
Nursing Unit; Galesburg Emergency
Physicians Associates; Galesburg
Nurse Anesthetists Associates
	 
	 	 	 	 	 	 	 	 
	Granbury Hospital Corporation


Lake Granbury Medical Center 

1310 Paluxy Road 
Granbury, TX
76048 (Hood) 
Granbury Hospital
Corporation (TX)

	 	CHS Holdings Corp.
	 	TX
	 	Material
	 	d/b/a Lake Granbury Medical Center
	 
	 	 	 	 	 	 	 	 
	Granite City Hospital Corporation

	 	CHS Holdings Corp.
	 	IL
	 	Material
	 	Owns 100% of Granite City Illinois
Hospital Company, LLC
	 
	 	 	 	 	 	 	 	 
	Granite City Illinois Hospital
Company, LLC


Gateway Regional Medical Center 

2100 Madison Avenue 
Granite
City, IL 62040 (Madison)
 Granite
City Illinois Hospital 
 Company,
LLC (IL)

	 	Granite City

Hospital
Corporation
	 	IL
	 	Material
	 	d/b/a Gateway Regional Medical
Center; Gateway Regional Medical
Center Home Health Agency; Gateway
Regional Medical Center Hospice;
Gateway Pharmacy; Gateway Regional
Medical Center Outpatient Pharmacy;
Gateway Regional Medical Center
Occupational Health






Page 5 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Greenville Hospital Corporation


L.V. Stabler Memorial Hospital 

29 L.V. Stabler Drive

Greenville, AL 36037 (Butler)

Greenville Hospital
Corporation (AL)

	 	CHS Holdings Corp.
	 	AL
	 	Material
	 	d/b/a L. V. Stabler Memorial Hospital
	 
	 	 	 	 	 	 	 	 
	Hallmark Healthcare Corporation

	 	CHS/Community
Health Systems,
Inc.
	 	DE
	 	Material
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Hallmark Holdings Corp.

	 	Hallmark Healthcare

Corporation
	 	NY
	 	Material
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Hospital of Barstow, Inc.


Barstow Community Hospital
 555
South 7th Street
 Barstow, CA
92311 (San Bernardino)

Hospital of Barstow, Inc. (DE)

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	d/b/a Barstow Community Hospital
	 
	 	 	 	 	 	 	 	 
	Hospital of Fulton, Inc.


Parkway Regional Hospital 
2000
Holiday Lane (P.O. Box 866)

Fulton, KY 42041 (Fulton)

Hospital of Fulton, Inc. (KY)

	 	CHS Holdings Corp.
	 	KY
	 	Material
	 	d/b/a Parkway Regional Hospital;
Clinton-Hickman County Medical
Center; Hillview Medical Clinic;
Parkway Regional Home Health Agency;
Hickman-Fulton County Medical
Clinic; Regional Home Care, Parkway;
Parkway Regional Therapy & Wellness
Center
	 
	 	 	 	 	 	 	 	 
	Hospital of Louisa, Inc.


Three Rivers Medical Center

Highway 644 (P.O. Box 769)

Louisa, KY 41230 (Lawrence)

Hospital of Louisa, Inc. (KY)

	 	CHS Holdings Corp.
	 	KY
	 	Material
	 	 d/b/a Three Rivers Medical Center
	 
	 	 	 	 	 	 	 	 
	Hospital of Morristown, Inc. 


Lakeway Regional Hospital 
726
McFarland Street 
Morristown,
TN 37814 (Hamblen) 
Hospital of
Morristown, Inc. (TN)

	 	Lakeway Hospital

Corporation
	 	TN
	 	Material
	 	d/b/a Lakeway Regional Hospital;
Morristown Professional Building;
Lakeway Regional Women’s Imaging
Center
	 
	 	 	 	 	 	 	 	 
	Jackson Hospital Corporation 


Kentucky River Medical Center 

540 Jetts Drive 
Jackson, KY
41339 (Breathitt)
 Jackson
Hospital Corporation (KY)

	 	CHS Holdings Corp.
	 	KY
	 	Material
	 	d/b/a Kentucky River Medical Center;
Middle Kentucky River Medical Center






Page 6 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Jackson Hospital Corporation

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	Sole member of Jackson, Tennessee
Hospital Company, LLC
	 
	 	 	 	 	 	 	 	 
	Jackson, Tennessee Hospital Company, LLC


Regional Hospital of Jackson 
367
Hospital Blvd.
 Jackson, TN 38305
(Madison) 
Jackson, Tennessee Hospital
Company, LLC (TN)

	 	Jackson Hospital

Corporation
	 	TN
	 	Material
	 	d/b/a Regional Hospital of Jackson;
Cardiovascular Surgery Center of West
Tennessee
	 
	 	 	 	 	 	 	 	 
	Jourdanton Hospital Corporation


South Texas Regional Medical Center 

1905 Highway 97 E
 Jourdanton, TX 78026
(Atascosa) 
Jourdanton Hospital
Corporation (TX)

	 	CHS Holdings Corp.
	 	TX
	 	Material
	 	d/b/a South Texas Regional Medical Center
	 
	 	 	 	 	 	 	 	 
	Kay County Hospital Corporation

	 	CHS Holdings Corp.
	 	OK
	 	Material
	 	Owns 100% Kay County
 Oklahoma Hospital
Company, LLC
	 
	 	 	 	 	 	 	 	 
	Kay County Oklahoma Hospital Company,
LLC


Ponca City Medical Center 
1900 North
14th Street
 Ponca City, OK 74601 (Kay) 

Kay County Oklahoma Hospital Company,
LLC (OK)

	 	Kay County Hospital

Corporation
	 	OK
	 	Material
	 	d/b/a Ponca City Medical Center
	 
	 	 	 	 	 	 	 	 
	Kirksville Hospital Corporation

	 	CHS Holdings Corp.
	 	MO
	 	Material
	 	Owns 82% of Kirksville Missouri Hospital
Company, LLC
	 
	 	 	 	 	 	 	 	 
	Lakeway Hospital Corporation

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	owns 100% of Hospital of Morristown, Inc.






Page 7 of 67









 





Community Health Systems, Inc. Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Lancaster Hospital Corporation 


Springs Memorial Hospital
 800
W. Meeting Street
 Lancaster,
SC 29720 (Lancaster)

Lancaster Hospital
Corporation (DE)

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	d/b/a Springs Memorial Hospital;
Lancaster Recovery Center; Springs
Healthcare; Rock Hill Rehabilitation;
Lancaster Rehabilitation; Springs
Business Health Services; Hospice of
Lancaster; Springs Wound Treatment
Center; Kershaw Family Medicine Center;
Home Care of Lancaster
	 
	 	 	 	 	 	 	 	 
	Lexington Hospital Corporation 


Henderson County Community
Hospital 
200 West Church St. 

Lexington, TN 38351
(Henderson)
 Lexington
Hospital Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a Henderson County Community Hospital;
Ambulance Service of Lexington
	 
	 	 	 	 	 	 	 	 
	Marion Hospital Corporation 


Heartland Regional Medical
Center
 3333 West DeYoung 

Marion, IL 62959 (Williamson) 

Marion Hospital Corporation
(IL)

	 	Community Health

Investment

Corporation
	 	IL
	 	Material
	 	d/b/a Heartland Regional Medical Center;
Heartland Regional Medical Center Home
Health Agency
	 
	 	 	 	 	 	 	 	 
	Martin Hospital Corporation 


Volunteer Community Hospital

161 Mt. Pelia Road
 Martin, TN
38237 (Weakley)
 Martin
Hospital Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a Volunteer Community Hospital
	 
	 	 	 	 	 	 	 	 
	McKenzie Hospital Corporation 


McKenzie Regional Hospital 

161 Hospital Dr.
McKenzie, TN
38201 (Carroll)
 McKenzie
Hospital Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a McKenzie Regional Hospital;
Ambulance Service of McKenzie
	 
	 	 	 	 	 	 	 	 
	McNairy Hospital Corporation 


McNairy Regional Hospital
 705
Poplar Ave. 
Selmer, TN 38375
(McNairy)
 McNairy Hospital
Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a McNairy Regional Hospital;
Ambulance Service of McNairy







Page 8 of 67











 





Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING





	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Moberly Hospital, Inc.


Moberly Regional Medical Center 

1515 Union Avenue 

Moberly, MO 65270 (Randolph)

Moberly Hospital, Inc. (MO)

	 	CHS Holdings Corp.
	 	MO
	 	Material
	 	d/b/a Moberly Regional Medical Center;
Downtown Athletic Club; Moberly
Regional ER Associates
	 
	National Healthcare of Cleveland, Inc.


SkyRidge Medical Center (includes
Cleveland)
2305 Chambliss Avenue


Cleveland, TN 37320 (Bradley)

National Healthcare of Cleveland, Inc. (TN)

	 	Cleveland Hospital

Corporation
	 	DE
	 	Material
	 	d/b/a SkyRidge Medical Center;
SkyRidge Medical Center Westside
Campus; SkyRidge Home Health;
SkyRidge Hospice; Cleveland Community
Hospital; Pine Ridge Treatment Center
	 
	National Healthcare of Cullman, Inc.


Woodland Medical Center
 1910 Cherokee
Avenue S.W.
 Cullman, AL 35055
(Cullman)
 National Healthcare of
Cullman, Inc. (DE)

	 	Cullman Hospital

Corporation
	 	DE
	 	Material
	 	d/b/a Woodland Medical Center
	 
	National Healthcare of Decatur, Inc.


Parkway Medical Center
 1874 Beltline
Rd., SW (P.O. Box 2211) 
Decatur, AL
35601 (Morgan)
 National Healthcare of
Decatur, Inc. (DE)

	 	Hallmark Holdings
Corp.
	 	DE
	 	Material
	 	d/b/a Parkway Medical Center
	 
	National Healthcare of Hartselle, Inc.


Hartselle Medical Center 
201 Pine St.
N.W. (P.O. Box 969) 
Hartselle, AL
35640 (Morgan) 
National Healthcare of
Hartselle, Inc. (DE)

	 	Hallmark Holdings
Corp.
	 	DE
	 	Material
	 	d/b/a Hartselle Medical Center
	 
	National Healthcare of Leesville, Inc.


Byrd Regional Hospital
 1020 Fertitta
Blvd.
 Leesville, LA 71446 (Vernon
Parish) 
National Healthcare of
Leesville, Inc. (DE)

	 	Hallmark Holdings
Corp.
	 	DE
	 	Material
	 	d/b/a Byrd Regional Hospital






Page 9 of  67









 






Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	National Healthcare of Mt. Vernon, Inc.


Crossroads Community Hospital 
#8
Doctor’s Park Road
 Mt. Vernon, IL
62864 (Jefferson)
 National Healthcare
of Mt. Vernon, Inc. (DE)

	 	Hallmark Healthcare

Corporation
	 	DE
	 	Material
	 	d/b/a Crossroads Community Hospital;
Crossroads Community Home Health
Agency; Heartland Regional Home
Health
	 
	 	 	 	 	 	 	 	 
	National Healthcare of Newport, Inc.


Harris Hospital
 1205 McLain
 Newport,
AR 72112 (Jackson)
 National Healthcare
of Newport, Inc. (DE)

	 	Hallmark Holdings
Corp.
	 	DE
	 	Material
	 	d/b/a Harris Hospital; Harris
Hospital Home Health Agency;
Nightengale Home Health Agency;
Harris Anesthesia Associates
	 
	 	 	 	 	 	 	 	 
	NHCI of Hillsboro, Inc.


Hill Regional Hospital
 101 Circle
Drive 
Hillsboro, TX 76645 (Hill)
 NHCI
of Hillsboro, Inc. (TX)

	 	Hallmark Holdings
Corp.
	 	TX
	 	Material
	 	d/b/a Hill Regional Hospital; Hill
Regional Medical Clinic of Whitney
	 
	 	 	 	 	 	 	 	 
	Northampton Hospital Corporation 


Easton Hospital 
250 South 21st Street 

Easton, PA 18042-3892 (Northampton) 

Northampton Hospital Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Easton Hospital; Easton
Hospital Home Health Services;
Outlook House; Nazareth Area Family
Medicine Associates; Easton
Hospital Hospice; The Imaging
Center at Easton; Northampton
Internal Medicine Associates
	 
	 	 	 	 	 	 	 	 
	NWI Hospital Holdings, LLC

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	HOLDCO
	 
	 	 	 	 	 	 	 	 
	Oak Hill Hospital Corporation 


Plateau Medical Center 
430 Main Street 

Oak Hill, WV 25901 (Fayette) 
Oak Hill Hospital Corporation (WV)

	 	CHS Holdings Corp.
	 	WV
	 	Material
	 	d/b/a Plateau Medical Center
	 
	 	 	 	 	 	 	 	 
	Payson Hospital Corporation 


Payson Regional Medical Center
 807
South Ponderosa 
Payson, AZ 85541 (Gila) 
Payson Hospital Corporation
(AZ)

	 	CHS Holdings Corp.
	 	AZ
	 	Material
	 	d/b/a Payson Regional Medical
Center; Payson Regional Home Health
Agency; Payson Regional Medical
Center Outpatient Treatment Center






Page 10 of 67








 






Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Pennsylvania Hospital Company, LLC

	 	CHS/Community
Health Systems,
Inc.
	 	DE
	 	Material
	 	Holds 99% membership interest in each
of Pottstown Hospital Company, LLC,
Pottstown Clinic Company, LLC,
Pottstown Imaging Company, LLC and
Phoenixville Hospital Company, LLC
	 
	 	 	 	 	 	 	 	 
	Petersburg Hospital Company, LLC 


Southside Regional Medical Center
 801
South Adams Street
 Petersburg, VA 23803
(Prince George)
 Petersburg Hospital Company, LLC (VA)

	 	Virginia Hospital
Company, LLC — 99%;
CHIC 1%
	 	VA
	 	Material
	 	d/b/a Southside Regional Medical Center;
Southside Regional Medical Center —
Renal Services; Southside Regional
Medical Center Home Health; Southside
Rehabilitation Services (Petersburg &
Colonial Heights); Southside Behavioral
Health Services; Southside Industrial
Medicine; Southside Regional Medical
Center School of Nursing; Southside
Regional Medical Center School of
Radiation Sciences; Southside Regional
Medical Center Professional Schools
	 
	 	 	 	 	 	 	 	 
	Phillips Hospital Corporation 


Helena Regional Medical Center 
1801
Martin Luther King Drive / PO Box 788

Helena, AR 72342 (Phillips)
 Phillips
Hospital Corporation (AR)

	 	CHS Holdings Corp.
	 	AR
	 	Material
	 	d/b/a Helena Regional Medical Center;
Helena Regional Medical Center Home
Health Agency; Marvell Medical Clinic;
Regional Home Care, Helena; Regional
Home Care, Forrest City
	 
	 	 	 	 	 	 	 	 
	Phoenixville Hospital Company, LLC 


Phoenixville Hospital
 140 Nutt Road

Phoenixville, PA 19460 (Chester) 

Phoenixville Hospital Company, LLC (DE)

	 	Pennsylvania
Hospital Company,
LLC — 99%; Hallmark
Healthcare
Corporation 1%
	 	DE
	 	Material
	 	d/b/a Phoenixville Hospital;
Phoenixville Hospital Therapy &
Fitness; Limerick Medical Center;
Cardiothoracic Surgical Specialists
	 
	 	 	 	 	 	 	 	 
	Pottstown Hospital Company, LLC 


Pottstown Memorial Medical Center
 1600
East High Street
 Pottstown, PA 19464 (Montgomery)
 
Pottstown Hospital Company, LLC (DE)

	 	Pennsylvania
Hospital Company,
LLC — 99%; Hallmark
Healthcare
Corporation 1%
	 	DE
	 	Material
	 	d/b/a Pottstown Memorial Medical Center,
Pottstown Memorial Medical Center
Transitional Care Unit; Pottstown
Memorial Medical Center Renal Care
Unit; Pottstown Memorial Medical Center
Home Care; Tri-County Medical
Laboratory; Schuylkill Valley Health
System; Pottstown Obstetrical
Associates; Pottstown Oncology
Associates
	 
	 	 	 	 	 	 	 	 
	Red Bud Hospital Corporation

	 	CHS Holdings Corp.
	 	IL
	 	Material
	 	Owns 100% Red Bud Illinois Hospital
Company, LLC






Page 11 of 67








 







Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Red Bud Illinois Hospital Company, LLC 


Red Bud Regional Hospital
 325 Spring
Street
 Red Bud, IL 62278 (Randolph) 

Red Bud Illinois Hospital Company, LLC (IL)

	 	Red Bud Hospital

Corporation
	 	IL
	 	Material
	 	d/b/a Red Bud Regional Hospital, Red Bud
Nursing Home; Red Bud Regional Hospital
Home Care Services
	 
	 	 	 	 	 	 	 	 
	River
West, L.P.


River West Medical Center 
59355 River
West Drive
 Plaquemine, LA 70764-9543
(Iberville Parish)
 River West, L.P.
(DE-Limited Partnership)

	 	Community LP
Corp.-99.5%;
Community GP Corp.
- .5%
	 	DE
	 	Material (Schedule
1.01(f)
subsidiary)
	 	d/b/a River West Medical Center; River West
Home Care
	 
	 	 	 	 	 	 	 	 
	Roswell Hospital Corporation 


Eastern New Mexico Medical Center 
405
West Country Club Road 
Roswell, NM 88201 (Chaves) 
Roswell Hospital Corporation (NM)

	 	CHS Holdings Corp.
	 	NM
	 	Material
	 	d/b/a Eastern New Mexico Medical Center;
Eastern New Mexico Transitional Care Unit;
Sunrise Mental Health Services; Eastern New
Mexico Family Practice Residency Program;
Eastern New Mexico Family Practice
Residency Center; Valley Health Clinic of
Eastern New Mexico Medical Center
	 
	 	 	 	 	 	 	 	 
	Russell County Medical Center, Inc.


Russell County Medical Center 
58
Carroll Street
 Lebanon, VA 24266
(Russell)
 Russell County Medical
Center, Inc. (VA)

	 	CHS Holdings Corp.
	 	VA
	 	Material
	 	d/b/a Russell County Medical Center;
Riverside Community Medical Clinic;
Hansonville Medical Clinic
	 
	 	 	 	 	 	 	 	 
	Ruston Hospital Corporation

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	Owns 100% Ruston Louisiana Hospital
Company, LLC
	 
	Ruston Louisiana Hospital Company, LLC 



Northern Louisiana Medical Center
401
East Vaughn Avenue Ruston,
 LA 71270

Ruston Louisiana Hospital Company,
LLC (DE)

	 	Ruston Hospital

Corporation
	 	 	 	Material
	 	d/b/a Northern Louisiana Medical Center
	 
	 	 	 	 	 	 	 	 
	Salem Hospital Corporation


The Memorial Hospital of Salem County

310 Woodstown Road
 Salem, NJ 08079
(Salem)
 Salem Hospital Corporation
(NJ)

	 	CHS Holdings Corp.
	 	NJ
	 	Material
	 	d/b/a The Memorial Hospital of Salem County;
South Jersey Physical Therapy and Back
Rehabilitation Center; Beckett Diagnostic
Center; Memorial Home Health; Hospice of
Salem County; South Jersey Physical Therapy
of the Memorial Hospital of Salem County






Page 12 of 67








 






Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	San Miguel Hospital Corporation 


Alta Vista Regional Hospital
 104 Legion Drive
 Las Vegas, NM 87701 (San Miguel)
 San Miguel Hospital Corporation (NM)

	 	CHS Holdings Corp.
	 	NM
	 	Material
	 	d/b/a Alta Vista Regional Hospital
	 
	 	 	 	 	 	 	 	 
	Shelbyville Hospital Corporation 


Bedford County Medical 
845 Union Street
 Shelbyville, TN 37160 (Bedford)
 Shelbyville Hospital
Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a: Bedford County Medical
Center; Bedford County Medical
Center Home Health; Wartrace Family
Practice Clinic
	 
	 	 	 	 	 	 	 	 
	Sparta Hospital Corporation 


White County Community Hospital
 401 Sewell Road 
Sparta, TN 38583 (White) 

Sparta Hospital Corporation (TN)

	 	CHS Holdings Corp.
	 	TN
	 	Material
	 	d/b/a White County Community Hospital
	 
	 	 	 	 	 	 	 	 
	Sunbury Hospital Corporation


Sunbury Community Hospital
 350 N. Eleventh Street (P. O. Box 737) 

Sunbury, PA 17801 (Northumberland)

Sunbury Hospital Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Sunbury Community Hospital;
Sunbury Community Hospital Skilled
Nursing Facility; Sunbury Community
Hospital Behavioral Health
	 
	 	 	 	 	 	 	 	 
	Tooele Hospital Corporation


Mountain West Medical Center
 2055 N.
Main 
Tooele, UT 84074-2794 (Tooele)

Tooele Hospital Corporation (UT)

	 	CHS Holdings Corp.
	 	UT
	 	Material
	 	d/b/a Mountain West Medical Center;
Mountain West Home Health Agency;
Mountain West Private Care Agency;
Mountain West Ambulance Service;
Mountain West Medical Center
Physical Therapy and Wellness Center
of Tooele Valley; Mountain West
Hospice
	 
	 	 	 	 	 	 	 	 
	Virginia Hospital Company, LLC

	 	CHS/Community
Health Systems,
Inc.
	 	VA
	 	Material
	 	Holds 99% membership interest in
each of Petersburg Hospital Company,
LLC and Petersburg Clinic Company,
LLC
	 
	 	 	 	 	 	 	 	 
	Watsonville Hospital Corporation 


Watsonville Community Hospital 
75 Nielson Street
 Watsonville, CA 95076 (Santa Cruz)
 Watsonville Hospital Corporation (DE)

	 	CHS Holdings Corp.
	 	DE
	 	Material
	 	d/b/a Watsonville Community
Hospital; Prime Health at Home; The
Monterey Bay Wound Treatment Center







Page 13 of 67








 




Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING






	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Waukegan Hospital Corporation

	 	CHS Holdings Corp.
	 	IL
	 	Material
	 	Owns 100% Waukegan Illinois Hospital
Company, LLC
	 
	 	 	 	 	 	 	 	 
	Waukegan Illinois Hospital Company, LLC


Vista Medical Center (includes East
and West) 
1324 N. Sheridan Road

Waukegan, IL 60085 (Lake)
 Waukegan
Illinois Hospital Company, LLC (IL)

	 	Waukegan Hospital

Corporation
	 	IL
	 	Material
	 	d/b/a Vista Medical Center East; Vista
Medical Center West; Vista Surgery
Center; Vista Treatment Center, Vista MRI
Institute; Vista Imaging Center; Vista
Physical Medicine & Rehab; Vista Work
Power Center; Vista Health System
	 
	 	 	 	 	 	 	 	 
	Weatherford Hospital Corporation

	 	CHS Holdings Corp.
	 	TX
	 	Material
	 	Owns 100% Weatherford Texas Hospital


Company, LLC
	 
	 	 	 	 	 	 	 	 
	Weatherford Texas Hospital Company, LLC


Weatherford Regional Medical Center

713 E. Anderson Street
 Weatherford, TX
76086 (Parker)
 Weatherford Texas
Hospital Company, LLC (TX)

	 	Weatherford

Hospital

Corporation
	 	TX
	 	Material
	 	d/b/a Weatherford Regional Medical Center,

Weatherford Regional Medical Center Home

Health
	 
	 	 	 	 	 	 	 	 
	Webb Hospital Corporation

	 	CHIC
	 	DE
	 	Material
	 	General Partner (.0159%) of Laredo Texas
Hospital Company, L.P.
	 
	 	 	 	 	 	 	 	 
	Webb Hospital Holdings, LLC

	 	Webb Hospital

Corporation
	 	DE
	 	Material
	 	Limited Partner (99%) of Laredo Texas
Hospital Company, L.P.
	 
	 	 	 	 	 	 	 	 
	West Grove Hospital Corporation


Jennersville Regional Hospital
 1015
West Baltimore Pike 
West Grove, PA.
19390 (Chester) 
West Grove Hospital
Corporation (PA)

	 	CHS Holdings Corp.
	 	PA
	 	Material
	 	d/b/a Jennersville Regional Hospital;
Jennersville Regional Hospital Home
Health Services; Jennersville Regional
Hospital Hospice Program; HealthTech;
Jennersville Pediatrics; Jennersville OB
Associates; Home Health of Brandywine;
Hospice of Brandywine
	 
	 	 	 	 	 	 	 	 
	Williamston Hospital Corporation


Martin General Hospital 
310 S.
McCaskey Road 
Williamston, NC 27892
(Martin)
 Williamston Hospital
Corporation (NC)

	 	CHS Holdings Corp.
	 	NC
	 	Material
	 	d/b/a Martin General Hospital;
Northeastern Primary Care Group;
University Family Medicine Center;
Roanoke Women’s Healthcare; Martin
General Health System
	 
	 	 	 	 	 	 	 	 
	Ambulance Services of Dyersburg, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	 d/b/a Dyersburg Regional EMS
	 
	 	 	 	 	 	 	 	 
	Ambulance Services of Forrest City, LLC

	 	Forest City

Hospital

Corporation
	 	AR
	 	Non-Significant
	 	 d/b/a St. Francis County EMS
	 
	 	 	 	 	 	 	 	 
	Ambulance Services of Lexington, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	 d/b/a Henderson County EMS






Page 14 of 67








 






Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Ambulance Services of McKenzie, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	d/b/a McKenzie Regional EMS
	 
	 	 	 	 	 	 	 	 
	Ambulance Services of McNairy, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	d/b/a McNairy Regional EMS
	 
	 	 	 	 	 	 	 	 
	Anna Clinic Corp.

	 	Anna Hospital

Corporation
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Union County Family Medicine; Union
County Surgical Services
	 
	 	 	 	 	 	 	 	 
	Barstow Healthcare Management, Inc.

	 	CHS Holdings Corp.
	 	CA
	 	Non-Significant
	 	Clinic Management Corp.
	 
	 	 	 	 	 	 	 	 
	Berwick Clinic Company, LLC

	 	CHS Berwick
Hospital

Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Internal Medicine and Family
Practice Associates; Neurology
Specialties; Five Mountain Family
Practice; Valley Endocrinology; Berwick
Pediatrics; Berwick Medical Professionals;
Susquehanna Valley Women’s Health
	 
	 	 	 	 	 	 	 	 
	Berwick Clinic Corp.

	 	CHS Holdings Corp.
	 	PA
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Berwick Home Health Private Care, Inc.

	 	CHS Holdings Corp.
	 	PA
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Berwick Medical Professionals, P.C.

	 	Richard Saylor,
M.D. (via an 


Agreement with CHS
Berwick 

Hospital

Corporation)
	 	PA
	 	Non-Significant
	 	Physician-owned captive PC
 (Pottstown
physician)
	 
	 	 	 	 	 	 	 	 
	BH Trans Corporation

	 	Coatesville
Hospital
Corporation
	 	PA
	 	Non-Significant
	 	EMS Services 


d/b/a Medic 93; Sky Flightcare
	 
	 	 	 	 	 	 	 	 
	Brandywine Hospital Malpractice
Assistance Fund, Inc.

	 	Coatesville
Hospital
Corporation
	 	PA
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Brownsville Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Brownsville Women’s Center;
Brownsville Surgery Clinic
	 
	 	 	 	 	 	 	 	 
	Bullhead City Clinic Corp.

	 	CHS Holdings Corp.
	 	AZ
	 	Non-Significant
	 	Clinic Corp.


d/b/a Empire Urology Associates; Colorado
River Women’s Center; Mohave Surgical
Associates of Arizona; Mohave Valley
Specialty Center; Continental Divide
Surgical Services
	 
	 	 	 	 	 	 	 	 
	Bullhead City Imaging Corporation

	 	CHS Holdings Corp.
	 	AZ
	 	Non-Significant
	 	Owns 51% of Mohave Imaging Center, LLC






Page 15 of 67








 






Community Health Systems, Inc. Subsidiaries 

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Byrd Medical Clinic, Inc.

	 	Hallmark Holdings
Corp.
	 	LA
	 	Non-Significant
	 	Clinic Corp. 


d/b/a Byrd
Regional Health Centers
	 
	 	 	 	 	 	 	 	 
	Central Alabama Physician Services, Inc.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.

 d/b/a L.V.
Stabler Managed Services
	 
	 	 	 	 	 	 	 	 
	Centre Clinic Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Centre Home Care Corporation

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Home Health Services


d/b/a Cherokee Home
Health; Cherokee Hospice
	 
	 	 	 	 	 	 	 	 
	Centre RHC Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	RHC 

d/b/a Cherokee Clinic
	 
	 	 	 	 	 	 	 	 
	Chesterfield Clinic Corp.

	 	CHS Holdings Corp.
	 	SC
	 	Non-Significant
	 	Clinic Corp.


d/b/a Palmetto
Pediatrics; Cheraw
Medical Associates;
Reynolds Family
Medicine; Chesterfield
Family Medicine; Primary
Care of Cheraw; Women’s
Health Specialists;
Palmetto Orthopedics
Practice
	 
	 	 	 	 	 	 	 	 
	Chestnut Hill Clinic Company, LLC

	 	Chestnut Hill

Health System, LLC
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Chestnut Hill
OB/GYN Associates; Penn
Surgery at Chestnut Hill
Hospital; Chestnut Hill
Family Care Associates;
Chestnut Hill Gynecology
Oncology Associates;
Chestnut Hill Maternal
Fetal Medicine; Chestnut
Hill Endocrinology,
Diabetes and Metabolic
Associates; Chestnut
Hill Internal Medicine
Associates; Springfield
Medical Associates;
Family Practice of Upper
Dublin
	 
	 	 	 	 	 	 	 	 
	CHHS ALF Company, LLC

	 	Chestnut Hill

Health System, LLC
	 	DE
	 	Non-Significant
	 	Assisted Living Facility


d/b/a Springfield
Residence; Evergreen
Adult Day Program
	 
	 	 	 	 	 	 	 	 
	CHHS Development Company, LLC

	 	Chestnut Hill

Health System, LLC
	 	DE
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	CHHS Hospital Company, LLC

	 	Chestnut Hill

Health System, LLC
	 	DE
	 	Non-Significant
	 	d/b/a Chestnut Hill
Hospital; Chestnut Hill
Family Practice






Page 16 of 67











 




Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	CHHS Rehab Company, LLC

	 	Chestnut Hill Health System, LLC
	 	DE
	 	Non-Significant
	 	d/b/a Chestnut Hill Rehabilitation Hospital
	 
	 	 	 	 	 	 	 	 
	CHS
Realty Holdings I, Inc.

	 	CHS/Community Health Systems, Inc.
	 	TN
	 	Non-Significant
	 	50% Partner of CHS Realty Holdings Joint Venture
	 
	 	 	 	 	 	 	 	 
	CHS Realty Holdings II, Inc.

	 	CHS/Community Health Systems, Inc.
	 	TN
	 	Non-Significant
	 	50% Partner of CHS Realty Holdings Joint Venture
	 
	 	 	 	 	 	 	 	 
	CHS Realty Holdings Joint Venture

	 	CHS Realty Holdings I, Inc. — 50%



CHS Realty Holdings II, Inc. — 50%
	 	TN
	 	Non-Significant
	 	Joint Venture



Realty holdings (formed to acquire headquarters in Franklin, TN)
	 
	 	 	 	 	 	 	 	 
	Cleveland Clinic Corp.

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	Clinic Corp.

 d/b/a New Caney Clinic Inactive
	 
	 	 	 	 	 	 	 	 
	Cleveland Medical Clinic, Inc.

	 	Hallmark Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Physicians Plus; Westside Family Physicians; Cleveland Medical Group; Westside Internal Medicine; Westside Neurology Services; HealthWorks
	 
	 	 	 	 	 	 	 	 
	Cleveland PHO, Inc.

	 	Hallmark Holdings Corp.
	 	TN
	 	Non-Significant
	 	PHO
	 
	 	 	 	 	 	 	 	 
	Coatesville Clinic Company, LLC

	 	Coatesville Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Surgical Associates of Chester County; Brandywine OB/Gyn Associates; Brandywine Valley Orthopedics; Oaklands Family Medicine; Brandywine Valley Internal Medicine; Brandywine Valley Family Medicine; Brandywine Valley Radiology
	 
	 	 	 	 	 	 	 	 
	Colonial Heights Imaging, LLC

	 	Petersburg Hospital Company, LLC
	 	VA
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	Community Health Care Partners, Inc.

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	Community Health Network, Inc.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	PPO Network






Page 17 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Community Health Systems Foundation (not-for-profit)

	 	CHS/Community Health Systems, Inc.
	 	TN
	 	Non-Significant
	 	Private foundation (charitable gifts)
	 
	 	 	 	 	 	 	 	 
	Community Health Systems Professional Services Corporation

	 	CHS/Community Health Systems, Inc.
	 	DE
	 	Non-Significant
	 	Corporate Office Functions
	 
	 	 	 	 	 	 	 	 
	Community Insurance Group, LTD.

	 	CHS/Community Health Systems, Inc.
	 	CI
	 	Foreign
	 	Offshore captive insurance company
	 
	 	 	 	 	 	 	 	 
	Cottage Home Options, L.L.C.

	 	In-Home Medical Equipment Supplies and Services, Inc. 40%
	 	IL
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	Coventry Clinic Company, LLC

	 	Pottstown Hospital Company, LLC
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Pottstown Pathology Associates; Pottstown Psychiatric Associates; Pottstown Emergency Medicine Associates
	 
	 	 	 	 	 	 	 	 
	Crestview Surgery Center, L.P.

	 	North Okaloosa Surgery Venture Corp.
	 	TN
	 	Non-Significant
	 	d/b/a Crestview Surgery Center
	 
	 	 	 	 	 	 	 	 
	Crossroads Community Hospital Malpractice Assistance Fund, Inc.

	 	National Healthcare of Mt. Vernon, Inc.
	 	IL
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Crossroads Physician Corp.

	 	Hallmark Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Crossroads Internal Medicine; Crossroads Urology; Crossroads Surgical Associates; Crossroads Family Associates; Crossroads Family Medicine of Nashville; Crossroads Family Medicine of Mt. Vernon; Crossroads Family Medicine of Salem;
Crossroads Family Medicine of Wayne City; Crossroads Family Medicine of Benton; Crossroads Family Medicine of Okawville
	 
	 	 	 	 	 	 	 	 
	Cullman County Medical Clinic, Inc.

	 	Hallmark Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp. 

d/b/a Woodland Physician Clinic
	 
	 	 	 	 	 	 	 	 
	Cullman Surgery Venture Corp.

	 	Cullman Hospital Corporation
	 	DE
	 	Non-Significant
	 	Owns 25% of Healthsouth/Woodlands Surgery Center of Cullman, LLC
	 
	 	 	 	 	 	 	 	 
	Deming Clinic Corporation

	 	CHS Holdings Corp.
	 	NM
	 	Non-Significant
	 	Clinic Corp.






Page 18 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Dyersburg Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Dyersburg Internal Medicine Clinic; Dyersburg Surgical Associates; Dyersburg Regional Women’s Center; Ridgely Medical Clinic; Dyersburg Diabetes Clinic; Dyersburg Urology Clinic; Lauderdale Medical Clinic
	 
	 	 	 	 	 	 	 	 
	East Tennessee Clinic Corp.

	 	Morristown Clinic Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	East Tennessee Health Systems, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	d/b/a Scott County Hospital (terminated Operating Agreement effective 1/31/05)
	 
	 	 	 	 	 	 	 	 
	Easton Hospital Malpractice Assistance Fund, Inc.

	 	Northampton Hospital Corporation
	 	PA
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Edge Medical Clinic, Inc.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp. (sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Emporia Clinic Corp.

	 	CHS Holdings Corp.
	 	VA
	 	Non-Significant
	 	Clinic Corp.


d/b/a Gasburg Family Health Care; Primary Care of Brunswick County; South Central Virginia Pain Management; Emporia Surgical Clinic; Southern Virginia Medical Group; Southern Virginia Surgical Associates; Southern Virginia ENT and Cosmetics;
Southern Virginia Internal Medicine & Nephrology; Southern Virginia Cardiology Center
	 
	 	 	 	 	 	 	 	 
	Eufaula Hospital Corporation

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	d/b/a Lakeview Community Hospital; Lakeview Community Hospital Home Health Agency (sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Eufaula Clinic Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp. (sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Evanston Clinic Corp.

	 	CHS Holdings Corp.
	 	WY
	 	Non-Significant
	 	d/b/a Wyoming Internal Medicine; Alpine Urology; Arrowhead Surgical Clinic
	 
	 	 	 	 	 	 	 	 
	Family Home Care, Inc.

	 	Hallmark Holdings Corp.
	 	TN
	 	Non-Significant
	 	Home Health Agency
	 
	 	 	 	 	 	 	 	 
	Fannin Regional Orthopaedic Center, Inc.

	 	CHS Holdings Corp.
	 	GA
	 	Non-Significant
	 	Clinic Corp.







Page 19 of 67









 

 





Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Farmington Clinic Company, LLC

	 	Farmington Hospital Corporation
	 	MO
	 	Non-Significant
	 	Clinic Corp.


d/b/a Mineral Area Physicians; Park Hills Primary Care; Fredericktown Primary Care; Farmington Primary Care; Bonne Terre Primary Care; Maple Valley Primary Care; Mineral Area Primary Care; Mineral Area Health Care
	 
	 	 	 	 	 	 	 	 
	Foley Clinic Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Orange Beach Family Practice
	 
	 	 	 	 	 	 	 	 
	Foley Home Health Corporation

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Home Health Services
	 
	 	 	 	 	 	 	 	 
	Forrest City Clinic Company, LLC

	 	Forest City Hospital Corporation
	 	AR
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Fort Payne Clinic Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.



d/b/a DeKalb Internal Medicne
	 
	 	 	 	 	 	 	 	 
	Fort Payne Home Care Corporation

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Home Health Services 



d/b/a DeKalb Regional Home Health
	 
	 	 	 	 	 	 	 	 
	Fort Payne RHC Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	RHC 



d/b/a DeKalb Clinic
	 
	 	 	 	 	 	 	 	 
	Franklin Clinic Corp.

	 	CHS Holdings Corp.
	 	VA
	 	Non-Significant
	 	Clinic Corp.


d/b/a Southampton Medical Group; Courtland Medical Center; Holland Family Practice; Southampton Orthopaedic and Sports Medicine Center; Southampton Surgical Associates
	 
	 	 	 	 	 	 	 	 
	Galesburg Home Care Corporation

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Home Health Services


d/b/a Midwest Regional Home Care; Option Care Midwest
	 
	 	 	 	 	 	 	 	 
	Galesburg In-Home Assistance, Inc.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Private Duty Nursing Services
	 
	 	 	 	 	 	 	 	 
	Gateway Malpractice Assistance Fund, Inc.

	 	Granite City Illinois Hospital Company, LLC
	 	IL
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Gateway Medical Services, Inc.

	 	CHS Holdings Corp.
	 	FL
	 	Non-Significant
	 	MSO
	 
	 	 	 	 	 	 	 	 





Page 20 of 67









 




Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Granbury Texas Hospital Investment Corporation

	 	CHS Holdings Corp.
	 	DE
	 	Non-Significant	 	 
	Granite City Clinic Corp.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Gateway Vascular and Surgical Associates; Gateway Urological Associates; Women’s Wellcare of Southwestern Illinois; Gateway Internal Medicine; Family Medicine Associates of Illinois; Gateway Surgical and Vein Care; Premiere Internal
Medicine; The Center for Joint Therapy
	 
	 	 	 	 	 	 	 	 
	Granite City Orthopedic Physicians Company, LLC

	 	Granite City Hospital Corporation
	 	IL
	 	Non-Significant
	 	Clinic Corp.

 d/b/a Illinois SW Orthopedics
	 
	 	 	 	 	 	 	 	 
	Granite City Physicians Corp.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.

 d/b/a Heartland Healthcare
	 
	 	 	 	 	 	 	 	 
	Greenville Clinic Corp.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Harris Managed Services, Inc.

	 	National Healthcare of Newport, Inc.
	 	AR
	 	Non-Significant
	 	Clinic Corp.
Inactive
	 
	 	 	 	 	 	 	 	 
	Harris Medical Clinics, Inc.

	 	CHS Holdings Corp.
	 	AR
	 	Non-Significant
	 	Clinic Corp.


d/b/a Harris Internal Medicine Clinic; Harris Pediatric Clinic
	 
	 	 	 	 	 	 	 	 
	Hartselle Physicians, Inc.

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Family Health of Hartselle
	 
	 	 	 	 	 	 	 	 
	Haven Clinton Medical Associates, LLC

	 	Clinton Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Healthcare of Forsyth County, Inc.

	 	Hallmark Holdings Corp.
	 	GA
	 	Non-Significant
	 	Owns Real Estate and Land
	 
	 	 	 	 	 	 	 	 
	Heartland Malpractice Assistance Fund, Inc.

	 	Marion Hospital Corporation
	 	IL
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Heartland Rural Healthcare, LLC

	 	Memorial Management, 

Inc.
	 	IL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Heartland Regional Health System, LLC

	 	Marion Hospital Corporation
	 	IL
	 	Non-Significant
	 	Pending Permitted Syndication






Page 21 of 67









 







Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	HEH Corporation

	 	CHS Holdings Corp.
	 	OH
	 	Non-Significant
	 	Aircraft & Operations 



d/b/a HEH Nashville Corporation; CH Aviation
	 
	 	 	 	 	 	 	 	 
	Hidden Valley Medical Center, Inc.

	 	CHS Holdings Corp.
	 	GA
	 	Non-Significant
	 	Clinic Corp.


d/b/a Hidden Valley Medical Clinic-Blue Ridge; Hidden Valley Medical Clinic — Ellijay; Tri-County Women’s Health; Blue Ridge Primary Care
	 
	 	 	 	 	 	 	 	 
	Highland Health Systems, Inc.

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Hill Regional Clinic Corp.

	 	Hallmark Holdings Corp.
	 	TX
	 	Non-Significant
	 	Clinic Corp. 



Inactive
	 
	 	 	 	 	 	 	 	 
	Hill Regional Medical Group

	 	NCHI of Hillsboro, Inc.
	 	TX
	 	Non-Significant
	 	TX CNHO
	 
	 	 	 	 	 	 	 	 
	Hood Medical Group

	 	Community Health


Investment Corporation
	 	TX
	 	Non-Significant
	 	TX CNHO


d/b/a Brazos Medical and Surgical Clinic; Lake Granbury Primary Care; Lake Granbury Specialty Care; Lake Granbury Hospital Care
	 
	 	 	 	 	 	 	 	 
	Hood Medical Services, Inc.

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	Ambulance 



Inactive
	 
	 	 	 	 	 	 	 	 
	Humble Texas Home Care Corporation

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	d/b/a Homecare PRN
	 
	 	 	 	 	 	 	 	 
	INACTCO, Inc.

	 	Hallmark Holdings Corp.
	 	DE
	 	Non-Significant
	 	Surviving corporation for merged entities
	 
	 	 	 	 	 	 	 	 
	In-Home Assistance, L.L.C.

	 	In-Home Medical Equipment Supplies and Services, Inc. 40%
	 	IL
	 	Non-Significant	 	 






Page 22 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	In-Home Medical Equipment Supplies and Services, Inc.

	 	Galesburg Hospital Corporation
	 	IL
	 	Non-Significant
	 	Member of Cottage Home Options, L.L.C. (40%) and Cottage Rehabilitation and Sports Medicine, L.L.C. (50%)
	 
	 	 	 	 	 	 	 	 
	Jackson Physician Corp.

	 	CHS Holdings Corp.
	 	KY
	 	Non-Significant
	 	Clinic Corp.


d/b/a Wolfe County Clinic; Beatyville Medical Clinic; Community Medical Clinic; Jackson Pediatrics Clinic; Jackson Women’s Care Clinic; Jackson Urology; Jackson Foot and Ankle Clinic
	 
	 	 	 	 	 	 	 	 
	Jennersville Regional Hospital Malpractice Assistance Fund, Inc.

	 	West Grove Hospital Corporation
	 	PA
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Kay County Clinic Company, LLC

	 	Kay County Hospital Corporation
	 	OK
	 	Non-Significant
	 	Clinic Corp.


d/b/a Ponca City Anesthesia Associates; Ponca City Diagnostic Associates; Ponca City Behavioral Medicine Associates
	 
	 	 	 	 	 	 	 	 
	Kentucky River Physician Corporation

	 	CHS Holdings Corp.
	 	KY
	 	Non-Significant
	 	Primary Care Center


d/b/a Jackson Medical Clinic; Booneville Medical Clinic
	 
	 	 	 	 	 	 	 	 
	King’s Daughters Malpractice Assistance Fund, Inc.

	 	Washington Hospital Corporation
	 	MS
	 	Non-Significant
	 	Non-profit; inactive
	 
	 	 	 	 	 	 	 	 
	Kirksville Academic Medicine, LLC

	 	Kirksville Hospital Corporation
	 	MO
	 	Non-Significant
	 	Clinic corp.



d/b/a Academic Medicine
	 
	 	 	 	 	 	 	 	 
	Kirksville Clinic Corp.

	 	CHS Holdings Corp.
	 	MO
	 	Non-Significant
	 	Clinic corp.


d/b/a Northeast Regional Specialty Group; Women’s Health Center
	 
	 	 	 	 	 	 	 	 
	Knox Clinic Corp.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Galesburg Internal Medicine; Pediatric Associates of Galesburg; Knoxville Clinic; Galesburg Children’s Clinic; Galesburg Medical Arts Clinic; Galesburg Family Practice Clinic
	 
	 	 	 	 	 	 	 	 





Page 23 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Lake Wales Clinic Corp.

	 	CHS Holdings Corp.
	 	FL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Surgical Consultants of Central Florida; Cypresswood Family Clinic; Specialty Orthopedics of Central Florida; Polk Cardiology Associates; Neurodiagnostic & Sleep Center of Polk County
	 
	 	 	 	 	 	 	 	 
	Lancaster Clinic Corp.

	 	CHS Holdings Corp.
	 	SC
	 	Non-Significant
	 	Clinic Corp.


d/b/a Lancaster Pediatrics; Springs Healthcare; Lancaster Urgent Care Clinic
	 
	 	 	 	 	 	 	 	 
	Laredo Texas Home Care Services Company, L.P.

	 	GP — Webb Hospital Corporation (1%);



LP — Webb Hospital Holdings, LLC (99%)
	 	TX
	 	Non-Significant
	 	Home Health & Hospice



d/b/a Laredo Medical Center Home Health; Laredo Medical Center Hospice; Laredo Home Medical Equipment; Laredo Home Infusion
	 
	 	 	 	 	 	 	 	 
	Lexington Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Lexington Family Care Clinic; Lexington Internal Medicine; Lexington Internal Medicine Partners
	 
	 	 	 	 	 	 	 	 
	Lindenhurst Illinois Hospital Company, LLC

	 	Waukegan Hospital Corporation
	 	IL
	 	Non-Significant
	 	d/b/a Vista Medical Center Lindenhurst
	 
	 	 	 	 	 	 	 	 
	Lock Haven Clinic Company, LLC

	 	Clinton Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Haven Orthopedic and Sports Medicine; Haven Surgical Associates; Haven Hospitalists Professionals; Haven Healthcare for Women
	 
	 	 	 	 	 	 	 	 
	Lock Haven Medical Professionals, P.C.

	 	Richard Saylor, M.D. (via an Agreement with Clinton Hospital Corporation)
	 	PA
	 	Non-Significant
	 	Physician-owned captive PC (Pottstown physician)
 d/b/a Community Medical Care Associates
	 
	 	 	 	 	 	 	 	 
	Logan Hospital Corporation

	 	CHS Holdings Corp.
	 	WV
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Logan, West Virginia Hospital Company, LLC

	 	Logan Hospital Corporation
	 	WV
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 





Page 24 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Madison Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Jackson Pediatric Center; Jackson Regional Surgery Center; Midsouth Surgical and Bariatrics; Regional Hospital Occ-Med Clinic; Regional Family Medicine; Eastside Primary Care; Medical Clinic of Henderson; Lexington Obstetrics and
Gynecology; Regional Obstetrics and Gynecology; North Jackson Internal Medicine; Madison Surgical Clinic
	 
	 	 	 	 	 	 	 	 
	Marlboro Clinic Corp.

	 	CHS Holdings Corp.
	 	SC
	 	Non-Significant
	 	Clinic Corp.


d/b/a Pee Dee Pediatrics; Carolina Cardiology Associates; Marlboro Pediatrics and Allergy; Carolinas Surgical Associates; Women’s Healthcare Specialists; Palmetto Orthopedics Practice
	 
	 	 	 	 	 	 	 	 
	Martin Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Rural Health Associates of NW TN; Martin Pediatric Clinic; Martin Specialty Clinics; Union City Women’s Specialty Clinic; Sharon Family Practice; Volunteer Physicians Center
	 
	 	 	 	 	 	 	 	 
	McKenzie Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Family Medicine Clinic; West Carroll Medical Clinic
	 
	 	 	 	 	 	 	 	 
	McNairy Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Memorial Hospital of Salem Malpractice Assistance Fund, Inc.

	 	Salem Hospital Corporation
	 	NJ
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Memorial Management, Inc.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Heartland Community Health Center; Heartland Cardiovascular Surgeons; Internal Medicine of Southern Illinois; Heartland Cardiology Specialists; Delaney Clinic; Heartland Urology
	 
	 	 	 	 	 	 	 	 
	Mineral Area Pharmacy and Durable Medical Equipment, LLC

	 	Farmington Hospital Corporation
	 	MO
	 	Non-Significant
	 	Retail Pharmacy and DME
	 
	 	 	 	 	 	 	 	 
	Moberly Medical Clinics, Inc.

	 	CHS Holdings Corp.
	 	MO
	 	Non-Significant
	 	Clinic Corp.


d/b/a Tri-County Medical Clinic; Shelbina Medical Clinic; Regional Medical Clinic; MRMC Clinic






Page 25 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Moberly Physicians Corp.

	 	CHS Holdings Corp.
	 	MO
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Morristown Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp. 

d/b/a Grainger County Family Medicine
	 
	 	 	 	 	 	 	 	 
	Morristown Professional Centers, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Real Estate
	 
	 	 	 	 	 	 	 	 
	Morristown Surgery Center, LLC

	 	Lakeway Hospital Corporation
	 	TN
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	National Healthcare of England Arkansas, Inc.

	 	Hallmark Holdings Corp.
	 	AR
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	National Healthcare of Holmes County, Inc.

	 	Hallmark Holdings Corp.
	 	FL
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	North Okaloosa Clinic Corp.

	 	CHS Holdings Corp.
	 	FL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Bluewater-Gateway Family Practice; Advanced Family Medicine Clinic
	 
	 	 	 	 	 	 	 	 
	North Okaloosa Home Health Corp.

	 	CHS Holdings Corp.
	 	FL
	 	Non-Significant
	 	Owns Home Health Agency 

d/b/a Okaloosa Regional Home Health Services
	 
	 	 	 	 	 	 	 	 
	North Okaloosa Surgery Venture Corp.

	 	North Okaloosa Medical Corp.
	 	FL
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	Northampton Clinic Company, LLC

	 	Northampton Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Easton Area Obstetrics & Gynecology Associates; Easton Area
Family Medicine Associates; Bethlehem Area Pediatric Associates; George
M. Joseph, M.D. & Associates; Brighton Obstetrics & Gynecology;
Cardiothoracic Surgeons of Easton; Monroe County Women’s Health Center;
Easton Community Care Center 4th Street; Easton Community
Care Center 22nd Street; Sullivan Trail Family Care; Easton
Pulmonary Medicine Associates
	 
	 	 	 	 	 	 	 	 
	Northampton Physician Services Corp.

	 	CHS Holdings Corp.
	 	PA
	 	Non-Significant
	 	Clinic Corp.






Page 26 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Northeast Medical Center, L.P.

	 	Community LP Corp.-99.5%; Community GP Corp. - .5%
	 	DE
	 	Non-Significant
	 	d/b/a Northeast Medical Center; Northeast Medical Center Home Health


(sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Oak Hill Clinic Corp.

	 	CHS Holdings Corp.
	 	WV
	 	Non-Significant
	 	Clinic Corp.


d/b/a Plateau Surgical Associates; Plateau Cardio-Pulmonary Associates
	 
	 	 	 	 	 	 	 	 
	Olive Branch Clinic Corp.

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Olive Branch Hospital, Inc.

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Parkway Medical Clinic, Inc.

	 	Hallmark Holdings Corp.
	 	AL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Parkway Regional Medical Clinic, Inc.

	 	CHS Holdings Corp.
	 	KY
	 	Non-Significant
	 	Clinic Corp.


d/b/a Women’s Wellness Center; Doctors Clinic of Family Medicine; South Fulton Family Clinic
	 
	 	 	 	 	 	 	 	 
	Payson Healthcare Management, Inc.

	 	CHS Holdings Corp.
	 	AZ
	 	Non-Significant
	 	d/b/a Payson Regional Bone & Joint; Payson Pediatrics
	 
	 	 	 	 	 	 	 	 
	Pennsylvania Medical Professionals, P.C.

	 	Richard Saylor, M.D. (via an Agreement with Pottstown Hospital Company, LLC)
	 	PA
	 	Non-Significant
	 	Physician-owned captive PC


d/b/a Brandywine Hospitalist Group; Medical Specialists of Northampton; Pottstown Hospitalist Associates; Chestnut Hill Community Medical Associates; Chestnut Hill Hospital Care Associates
	 
	 	 	 	 	 	 	 	 
	Petersburg Clinic Company, LLC

	 	Virginia Hospital Company, LLC — 99%; CHIC—1%
	 	VA
	 	Non-Significant
	 	Clinic Corp.


d/b/a Southside Hospitalist Group; Southside Thoracic Surgery;
Southside GI Specialists; Health Care Plus (Colonial Heights & Chesterfield); Southside General Surgery; Interventional Pain Specialists; Community Cardiology and Internal
Medicine
	 
	 	 	 	 	 	 	 	 
	Phillips Clinic Corp.

	 	CHS Holdings Corp.
	 	AR
	 	Non-Significant
	 	Clinic Corp.

 d/b/a Helena Medical Clinic
	 
	 	 	 	 	 	 	 	 





Page 27 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Phoenixville Clinic Company, LLC

	 	Phoenixville Hospital Company, LLC
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Phoenixville Surgical Associates; Phoenix Family and Sports Medicine; Hematology/Oncology Associates of Phoenixville; Collegeville Primary Care
	 
	 	 	 	 	 	 	 	 
	Phoenixville Hospital Malpractice Assistance Fund, Inc.

	 	Phoenixville Hospital Company, LLC
	 	PA
	 	Non-Significant
	 	Non-profit
	 
	 	 	 	 	 	 	 	 
	Physician Practice Support, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Employed Physician Collections
	 
	 	 	 	 	 	 	 	 
	Plymouth Hospital Corporation

	 	CHS Holdings Corp.
	 	NC
	 	Non-Significant
	 	Inactive


(former as of 6/30/05 manager of Washington County Hospital, Plymouth, NC)
	 
	 	 	 	 	 	 	 	 
	Polk Medical Services, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Ambulance
	 
	 	 	 	 	 	 	 	 
	Ponca City Home Care Services, Inc.

	 	CHS Holdings Corp.
	 	OK
	 	Non-Significant
	 	Home Health Services

d/b/a At Home Medical of Ponca City
	 
	 	 	 	 	 	 	 	 
	Porter Health Services, LLC

	 	NWI Hospital Holdings, LLC
	 	DE
	 	Non-Significant	 	 
	 
	 	 	 	 	 	 	 	 
	Porter Physician Services, LLC

	 	NWI Hospital Holdings, LLC
	 	DE
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Pottstown Clinic Company, LLC

	 	Pennsylvania Hospital Company, LLC
— 99%; Hallmark Healthcare Corporation — 1%
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Coventry Family Care; Coventry Pediatrics; Berks Family Care; Coventry Family Care at the Court at Limerick; Coventry Hospitalists; Coventry Medical Group
	 
	 	 	 	 	 	 	 	 
	Pottstown Hospital Corporation

	 	CHS Holdings Corp.
	 	PA
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Pottstown Imaging Company, LLC

	 	Pennsylvania Hospital Company, LLC
— 99%; Hallmark Healthcare Corporation — 1%
	 	DE
	 	Non-Significant
	 	d/b/a Pottstown Imaging Center
	 
	 	 	 	 	 	 	 	 
	Pottstown Memorial Malpractice Assistance Fund, Inc.

	 	Pottstown Hospital Company, LLC
	 	PA
	 	Non-Significant
	 	Non-profit






Page 28 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Professional Account Services Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Hospital Collections


d/b/a Community Account Services, Inc. (only in the states of TX, AR, NM & CA)
	 
	 	 	 	 	 	 	 	 
	Red Bud Clinic Corp.

	 	CHS Holdings Corp.
	 	IL
	 	Non-Significant
	 	Clinic Corp.


d/b/a Red Bud Surgical Specialists; Red Bud Regional Family Health; Red Bud Regional Internal Medicine & Pediatrics; Red Bud Anesthesia Group; Red Bud Internal Medicine and Geriatrics
	 
	 	 	 	 	 	 	 	 
	River to River Heart Group, LLC

	 	Memorial Management, Inc.
	 	IL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	River West Clinic Corp.

	 	CHS Holdings Corp.
	 	LA
	 	Non-Significant
	 	Clinic Corp.

 d/b/a Westside Surgical Specialty Clinic
	 
	 	 	 	 	 	 	 	 
	Roswell Clinic Corp.

	 	CHS Holdings Corp.
	 	NM
	 	Non-Significant
	 	Clinic Corp.

 d/b/a Ruidoso Family Care Center
	 
	 	 	 	 	 	 	 	 
	Roswell Community Hospital Investment Corporation

	 	CHS Holdings Corp.
	 	DE
	 	Non-Significant
	 	Inactive
	 
	 	 	 	 	 	 	 	 
	Russell County Clinic Corp.

	 	Russell County Medical Center, Inc.
	 	VA
	 	Non-Significant
	 	Clinic Corp.


d/b/a Community Medical Care; Appalachian Urology Center; Generations Healthcare for Women; Lebanon Orthopedics; Lebanon Pediatrics; Appalachian Psychiatric Associates; Pinnacle Surgical Care
	 
	 	 	 	 	 	 	 	 
	Ruston Clinic Company, LLC

	 	Ruston Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a OB/GYN Associates of Ruston; Lincoln Surgical Associates; La Femme Obstetrics and Gynecology
	 
	 	 	 	 	 	 	 	 
	Salem Clinic Corp.

	 	CHS Holdings Corp.
	 	NJ
	 	Non-Significant
	 	Clinic Corp.


d/b/a Children’s Healthcare Center; South Jersey Family Care Center; Salem County Surgical Associates
	 
	 	 	 	 	 	 	 	 





Page 29 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Salem Medical Professionals, P.C.

	 	Curtis Lockwood, D.O. (via an Agreement with Salem Hospital Corporation)
	 	NJ
	 	Non-Significant
	 	Physician-owned captive PC (Salem physician)


d/b/a Children’s Healthcare
Center; South Jersey Family Care Center; Salem County Surgical Associates
	 
	 	 	 	 	 	 	 	 
	San Miguel Clinic Corp.

	 	CHS Holdings Corp.
	 	NM
	 	Non-Significant
	 	Clinic Corp.


d/b/a Alta Vista Surgical Specialists; Alta Vista Hospitalist Group; Alta Vista Urological Specialists; Rio Vista OB/Gyn
	 
	 	 	 	 	 	 	 	 
	Scenic Managed Services, Inc.

	 	Big Springs Hospital Corporation
	 	TX
	 	Non-Significant
	 	MSO
	 
	 	 	 	 	 	 	 	 
	Senior Circle Association (not-for-profit)

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Seniors’ Organization
	 
	 	 	 	 	 	 	 	 
	Shelbyville Clinic Corp.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Surgical Specialty Services; Shelbyville Pulmonary Services; Shelbyville Surgical Clinic; Shelbyville Women’s Center
	 
	 	 	 	 	 	 	 	 
	SMMC Medical Group

	 	Big Spring Hospital Corporation
	 	TX
	 	Non-Significant
	 	TX CNHO
	 
	 	 	 	 	 	 	 	 
	Southern Illinois Medical Care Associates, LLC

	 	Memorial Management, Inc.
	 	IL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Sunbury Clinic Company, LLC

	 	Sunbury Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Community Care Family Practice of Sunbury; Community Care Family Practice of Selinsgrove; Community Care Internal Medicine of Sunbury; Community Care Internal Medicine of Shamokin Dam; Community Care Pulmonary Medicine of Sunbury; Sunbury
Anesthesia Group






Page 30 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Three Rivers Medical Clinics, Inc.

	 	CHS Holdings Corp.
	 	KY
	 	Non-Significant
	 	Clinic Corp.

d/b/a Big Sandy Family Care
	 
	 	 	 	 	 	 	 	 
	Timberland Medical Group

	 	Cleveland Regional Medical Center, L.P; Big Bend Hospital Corporation; Jourdanton Hospital Corporation
	 	TX
	 	Non-Significant
	 	TX CNHO



d/b/a Big Bend Women’s Health Center; Ear Nose & Throat Associates of Texas; Big Bend Surgical Associates; Aledo Primary Care Clinic
	 
	 	 	 	 	 	 	 	 
	Tooele Clinic Corp.

	 	CHS Holdings Corp.
	 	UT
	 	Non-Significant
	 	Clinic Corp.


d/b/a Mountain West Surgical Service Associates; Mountain West Internal Medicine and Women’s Health; Mountain West OB/GYN Clinic; Oquirrh Surgical Services; Deseret Peak Women’s Center; Stansbury Family Medicine
	 
	 	 	 	 	 	 	 	 
	Troy Hospital Corporation

	 	CHS Holdings Corp.
	 	AL
	 	Non-Significant
	 	d/b/a Troy Regional Medical Center, Edge Regional Medical Center


(sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Washington Clinic Corp.

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant
	 	Clinic Corp. 

d/b/a Occupational Health Services Clinic 



(sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Washington Hospital Corporation

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant
	 	d/b/a The King’s Daughters Hospital; The King’s Daughters Hospital Skilled Nursing Facility; Leland Rural Health Clinic; Greenville Rural Health Clinic


(sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Washington Physician Corp.

	 	CHS Holdings Corp.
	 	MS
	 	Non-Significant
	 	Clinic Corp.


d/b/a The Women’s Clinic at The King’s Daughters Hospital; The King’s Daughters Anesthesia Group; The King’s Daughters Gastroenterology Group


(sold assets effective 3/31/05)
	 
	 	 	 	 	 	 	 	 
	Waukegan Clinic Corp.

	 	Waukegan Hospital Corporation
	 	IL
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 





Page 31 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Waukegan Hospice Corp.

	 	Waukegan Hospital Corporation
	 	IL
	 	Non-Significant
	 	d/b/a Star Hospice of Vista Health
	 
	 	 	 	 	 	 	 	 
	West Grove Clinic Company, LLC

	 	West Grove Hospital Corporation
	 	DE
	 	Non-Significant
	 	Clinic Corp.


d/b/a Jennersville Surgical Associates; Jennersville Orthopaedics & Sports Medicine; Jennersville Hospitalist Associates; Jennersville Gastroenterology Associates
	 
	 	 	 	 	 	 	 	 
	Western Arizona Regional Home Health and Hospice, Inc.

	 	CHS Holdings Corp.
	 	AZ
	 	Non-Significant
	 	Owns Home Health Agency 



d/b/a Mohave Home Health; Mohave Hospice
	 
	 	 	 	 	 	 	 	 
	White County Physician Services, Inc.

	 	CHS Holdings Corp.
	 	TN
	 	Non-Significant
	 	Clinic Corp.


d/b/a Doyle Medical Clinic; White County Medical Associates; White County Women’s Healthcare; White County Pediatrics and Internal Medicine; American Ear, Nose & Throat; Center for Digestive Healthcare; Center for Urologic Care;
Pulmonology Associates of White County
	 
	 	 	 	 	 	 	 	 
	Wichita Falls Texas Home Care Corporation

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	d/b/a North Texas Home Health
	 
	 	 	 	 	 	 	 	 
	Wichita Falls Texas Private Duty Corporation

	 	CHS Holdings Corp.
	 	TX
	 	Non-Significant
	 	d/b/a Carepartners
	 
	 	 	 	 	 	 	 	 
	Williamston Clinic Corp.

	 	CHS Holdings Corp.
	 	NC
	 	Non-Significant
	 	Clinic Corp.


d/b/a University Family Medicine Center; Northeastern Primary Care Group; Roanoke Women’s Healthcare; Coastal Pulmonary Clinic of Williamston; Roanoke Orthopedics
	 
	 	 	 	 	 	 	 	 
	Women’s Health Care Associates of Phoenixville, LLC

	 	Phoenixville Hospital Company, LLC
	 	DE
	 	Non-Significant
	 	Clinic Corp.
	 
	 	 	 	 	 	 	 	 
	Arusha LLC

	 	Coatesville Hospital Corporation 65%
	 	PA
	 	Permitted Joint Venture Subsidiary
	 	d/b/a The Surgery Center of Chester
 County 


12 physician investors own 35%
	 
	 	 	 	 	 	 	 	 
	Carolina Surgery Center, LLC

	 	Lancaster Hospital Corporation 50.88%
	 	SC
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture

 14 physician investors own 49.12%
	 
	 	 	 	 	 	 	 	 
	Chestnut Hill Health System, LLC

	 	CHHS Holdings, LLC 85%
	 	DE
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture


The Trustees of the University of Pennsylvania (15%)
	 
	 	 	 	 	 	 	 	 





Page 32 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Cottage Rehabilitation and Sports Medicine, L.L.C.

	 	In-Home Medical Equipment Supplies and Services, Inc. 50%
	 	IL
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture (acquired in a Permitted Acquisition)
	 
	 	 	 	 	 	 	 	 
	Crestview Professional Condominiums Association, Inc.

	 	Crestview Hospital Corporation 66.402%
	 	FL
	 	Permitted Joint Venture Subsidiary
	 	Not-for-profit condominium association.


Kalliope Zachos (wife of Tom Zachos, M.D.) — 12.145% West
Florida Medical Centers, Inc. (HCA) — 21.453%
	 
	 	 	 	 	 	 	 	 
	Diagnostic Imaging Management of Brandywine Valley, LLC

	 	Coatesville Hospital Corporation 50%
	 	PA
	 	Permitted Joint Venture Subsidiary
	 	Member of Diagnostic Imaging of Brandywine Valley, LP


Physicians of Brandywine Valley, LLC (50%)
	 
	 	 	 	 	 	 	 	 
	Diagnostic Imaging of Brandywine Valley, LP

	 	Diagnostic Imaging Management of
Brandywine Valley, LLC — GP 1%
	 	PA
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture Imaging Center


Coatesville Hospital Corporation — LP (49.5%)

 Physicians of Brandywine Valley, LLC — LP (49.5%)
	 
	 	 	 	 	 	 	 	 
	Edwardsville Ambulatory Surgery Center, LLC

	 	Granite City Illinois Hospital Company, LLC 70.15%
	 	IL
	 	Permitted Joint Venture Subsidiary
	 	ASC; (acquired in a Permitted Acquisition)
	 
	 	 	 	 	 	 	 	 
	Healthsouth/Woodlands Surgery Center of Cullman, LLC

	 	Cullman Surgery Venture Corp. 25%
	 	AL
	 	Minority Interest Entity
	 	Joint Venture Surgery Center
 

Cullman Outpatient Surgery, LLC (50%) Healthsouth S.C. of Cullman, Inc. (25%)
	 
	 	 	 	 	 	 	 	 
	HealthTrust Purchasing Group, L.P.

	 	CHS/Community Health Systems, Inc.
	 	DE
	 	Minority Interest Entity
	 	5.56% limited partner interest
	 
	 	 	 	 	 	 	 	 
	Lancaster Imaging Center, LLC

	 	Lancaster Hospital Corporation 51%
	 	SC
	 	Permitted Joint Venture Subsidiary
	 	Mark Langdon, M.D. (49%)
	 
	 	 	 	 	 	 	 	 
	Leesville Diagnostic Center, L.P.

	 	National Healthcare of Leesville, Inc. 51%
	 	DE
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture Imaging Center with 26 physician investors (49%)
	 
	 	 	 	 	 	 	 	 
	Leesville Surgery Center, LLC

	 	National Healthcare of Leesville, Inc.
59.43%
	 	DE
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture Surgery Center with 18 physician investors (40.57%)
	 
	 	 	 	 	 	 	 	 





Page 33 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Mohave Imaging Center, LLC

	 	Bullhead City Imaging Corporation 51%
	 	AZ
	 	Permitted Joint Venture Subsidiary
	 	Colorado River Radiology, P.C. 49% (Dr. Lash)
	 
	 	 	 	 	 	 	 	 
	New Concepts Open MRI, LLC

	 	Kirksville Missouri Hospital Company, LLC 60%
	 	MO
	 	Syndication Subsidiary
	 	Joint Venture (MRI) with Dr. Adams (40%)
	 
	 	 	 	 	 	 	 	 
	Peerless Healthcare, LLC

	 	Cleveland Hospital Corporation
	 	TN
	 	Non-significant
	 	Owns land for future development
	 
	 	 	 	 	 	 	 	 
	Riverside MSO, LLC

	 	Martin Clinic Corp. 26.93%
	 	TN
	 	Minority Interest Entity
	 	17 physician investors hold 3.8457% each

 Jackson Clinic, P.A. holds 7.6914%
	 
	 	 	 	 	 	 	 	 
	Silver Creek MRI, LLC

	 	Bullhead City Imaging Corporation 51%
	 	AZ
	 	Permitted Joint Venture Subsidiary
	 	Colorado River Radiology, P.C. 49% (Dr. Lash)
	 
	 	 	 	 	 	 	 	 
	Southern Chester County Medical Building I

	 	West Grove Hospital Corporation 32.957%
	 	PA
	 	Minority Interest Entity
	 	Joint Venture; acquired in a Permitted Acquisition
	 
	 	 	 	 	 	 	 	 
	Southern Chester County Medical Building II

	 	West Grove Hospital Corporation 41.1766%
	 	PA
	 	Minority Interest Entity
	 	Joint Venture acquired in a Permitted Acquisition
	 
	 	 	 	 	 	 	 	 
	The Surgery Center of Salem County, L.L.C.

	 	Salem Hospital Corporation 80%
	 	NJ
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture (ASC); 50% (acquired in a Permitted Acquisition); 30% (acquired as an investment)
	 
	 	 	 	 	 	 	 	 
	Western Illinois Kidney Center, L.L.C.

	 	Galesburg Hospital Corporation 50%
	 	IL
	 	Permitted Joint Venture Subsidiary
	 	Joint Venture (acquired in a Permitted Acquisition)
	 
	 	 	 	 	 	 	 	 
	Bullhead City Hospital Investment Corporation

	 	CHS Holdings Corp.
	 	DE
	 	Permitted Syndication Subsidiary
	 	98.04% of stock is owned

 owns Bullhead City Hospital Corporation






Page 34 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Kirksville Missouri Hospital Company, LLC

	 	Kirksville Hospital Corporation
	 	MO
	 	Permitted Syndication Subsidiary
	 	82% of equity is owned


d/b/a Northeast Regional Medical Center
Northeast Home Health Services; Northeast Regional Health and Fitness Center; Northeast Regional Health System; Family Health Center of Edina; A.T. Still Rehabilitation Center
	 
	 	 	 	 	 	 	 	 
	Lake Wales Hospital Investment Corporation

	 	CHS Holdings Corp.
	 	FL
	 	Permitted Syndication Subsidiary
	 	94.11% of stock is owned 

owns Lake Wales Hospital Corporation
	Lake Wales Medical Center 

410 South 11th Street Lake 

Wales, FL 33853 (Polk) 

Lake Wales Hospital Corporation (FL)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Laredo Texas Hospital Company, L.P.

	 	GP — Webb Hospital Corporation (.0159%);
	 	TX
	 	Permitted Syndication Subsidiary
	 	95.14575% owned


	 

	 	LP — Webb Hospital Holdings, LLC (95.1316%)
	 	 	 	 	 	d/b/a Laredo Medical Center; LMC Ambulatory Care Center— North; LMC Outpatient
Diagnostic Center; LMC Lamar Bruni Vergara Rehabilitation Center; LMC Child
Care Center; LMC Outpatient Diagnostic Center —
South; Zapata Minor Care Center; Zapata EMS; Zapata Medical Center
	 
	 	 	 	 	 	 	 	 
	North Okaloosa Medical Corp. 


North Okaloosa Medical Center 

151 Redstone Avenue, S.E. 

Crestview, FL 32539-6026 (Okaloosa)

 Crestview Hospital Corporation (FL)

	 	CHS Holdings Corp.
	 	FL
	 	Permitted Syndication Subsidiary
	 	95.31% of stock owned  

owns Crestview Hospital Corporation
	 
	 	 	 	 	 	 	 	 
	Northwest Indiana Health System, LLC

	 	NWI Hospital Holdings, LLC
	 	DE
	 	Permitted Syndication Subsidiary
	 	Permitted Syndication Transaction (see Schedule 6.05(b)) 


owns 100% of Porter Hospital, LLC
	 
	 	 	 	 	 	 	 	 
	Bullhead City Hospital Corporation




Western Arizona Regional Medical Center 2735 Silver Creek Road Bullhead City, AZ 86442 (Mohave) Bullhead City Hospital Corporation (AZ)

	 	Bullhead City Hospital Investment Corporation
	 	AZ
	 	Subsidiary of Permitted Syndication Subsidiary

	 	d/b/a Western Arizona Regional
Medical Center; Western Arizona Regional Medical Center Home Health Agency; Western Arizona Regional Medical Center Hospice; W.A.R.M.C. Imaging Center
	 
	 	 	 	 	 	 	 	 





Page 35 of 67









 

 


Community Health Systems, Inc. Subsidiaries 
SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	Name of Corporation	 	Parent	 	State	 	Entity Type	 	Hospital or Related Business
	Crestview Hospital Corporation

	 	North Okaloosa Medical Corp.
	 	FL
	 	Subsidiary of Permitted Syndication Subsidiary
	 	d/b/a North Okaloosa Medical Center; North Okaloosa Medical Center Home Health; Gateway Medical Clinic; Hospitalist Services of Okaloosa County; Baker Clinic; Baker Medical Clinic; Gateway Medical
Clinic — Baker; Bluewater Bay Medical Center; North Okaloosa Medical Center — Transitional Care Unit
	 
	 	 	 	 	 	 	 	 
	Lake Wales Hospital Corporation

	 	Lake Wales Hospital Investment Corporation
	 	FL
	 	Subsidiary of Permitted Syndication Subsidiary
	 	d/b/a Lake Wales Medical Centers
	 
	 	 	 	 	 	 	 	 
	Porter Hospital, LLC

	 	Northwest Indiana Health System, LLC
	 	DE
	 	Subsidiary of Permitted Syndication Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 





Page 36 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	5300 Grand Limited Partnership 

 73-1306794

	 	Oklahoma
	 	[Deaconess Hospital Holdings, LLC (1% GP and 68% LP)]
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	A Woman’s Place, LLC 

 47-0890486

	 	Delaware 10/2/02
	 	Carolinas Medical Alliance, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Abilene Hospital, LLC 

 46-0496920

	 	Delaware 8/23/02
	 	Abilene Merger, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Abilene Merger, LLC 

 46-0496918

	 	Delaware 8/23/02
	 	Triad Holdings V, LLC (Formerly Quorum, Inc.)
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Affinity Health Systems, LLC 

 20-3391769

	 	Delaware 8/30/05
	 	Birmingham Holdings, LLC
	 	Permitted Joint Venture Subsidiary
	 	Owns 100% Affinity Hospital, LLC
	 
	 	 	 	 	 	 	 	 
	Affinity Hospital, LLC 

 20-3391873

	 	Delaware 8/30/05
	 	Affinity Health Systems, LLC
	 	Permitted Joint Venture Subsidiary
	 	Trinity Medical Center (Birmingham, AL)
	 
	 	 	 	 	 	 	 	 
	Affinity Physician Services, LLC 

 20-3391830

	 	Delaware 8/30/05
	 	Affinity Health Systems, LLC
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Alaska Physician Services, LLC 

 37-1476579

	 	Delaware 9/26/03
	 	Mat-Su Valley Medical Center, LLC
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Alice Hospital, LLC 

 62-1762534

	 	Delaware 11/9/98
	 	APS Medical, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Alice Surgeons, LLC 

 62-1762533

	 	Delaware 11/9/98
	 	APS Medical, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	American Health Facilities Development, LLC 


62-1744953

	 	Delaware 7/1/98
	 	Quorum Health Resources, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Anesthesiology Group of Hattiesburg, LLC 


62-1762423

	 	Delaware 9/16/03
	 	QHG of Hattiesburg, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	APS Medical, LLC 

 62-1769684

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 






Page 37 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Arizona ASC Management, Inc. 


62-1606155

	 	Arizona
 4/4/95
	 	Triad Holdings, III
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Arizona DH, LLC 

 91-2065656

	 	Delaware 7/6/2000
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Arizona Medco, LLC 

 62-1769646

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	ARMC, LP 

 46-0496933

	 	Delaware 8/23/02
	 	Triad-ARMC, LLC — GP (1%) 
Abilene Hospital, LLC — LP (99%)
	 	Material
	 	Abilene Regional Medical Center, Abilene, TX
	 
	 	 	 	 	 	 	 	 
	Augusta Health System, LLC 

 20-5112273

	 	Delaware 6/22/06
	 	CSRA Holdings, LLC (65.16%)
	 	Permitted Syndication Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Augusta Hospital, LLC 

 20-5112383

	 	Delaware 6/22/06
	 	Augusta Health System, LLC
	 	Subsidiary of Permitted Syndication Subsidiary
	 	Trinity Hospital of Augusta, Augusta, GA
	 
	 	 	 	 	 	 	 	 
	Augusta Physician Services, LLC 

 20-5112086

	 	Delaware 6/22/06
	 	CSRA, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Barberton Health System, LLC 

34-1840858

	 	Delaware 9/12/96
	 	QHG of Barberton, Inc. — 93.5%
	 	Permitted Joint Venture Subsidiary
	 	Barberton Citizens Hospital, Barberton, OH
	 
	 	 	 	 	 	 	 	 
	Barberton Physician Services, LLC 

48-0890496

	 	Delaware 10/2/02
	 	Barberton Health System, LLC
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Beauco, LLC 

62-1771881

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Beaumont Medical Center, L.P. 

62-1762518

	 	Delaware 11/17/98
	 	Beaumont Regional, LLC — GP (1%)
 Hospital of Beaumont, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Beaumont Regional, LLC 

62-1762517

	 	Delaware 11/9/98
	 	Beauco, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Birmingham Holdings, LLC 

 20-3320362

	 	Delaware 8/11/05
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 





Page 38 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Bluffton Health System, LLC 

 62-1792272

	 	Delaware 11/16/99
	 	QHG of Bluffton, Inc. — 99% Frankfort Health Partner, Inc. — 1%
	 	Material
	 	Bluffton Regional Medical Center, Bluffton, IN
	 
	 	 	 	 	 	 	 	 
	Bluffton Physician Services, LLC 

20-3904383

	 	Delaware 12/1/05
	 	QHG of Bluffton, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Brazos Medco, LLC 

62-1771852

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Brazos Valley of Texas, L.P. 

 62-1766951

	 	Delaware 12/22/98
	 	Brazos Valley Surgical Center, LLC
— GP (1%)
 BVSC, LLC — LP (99%)
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Brazos Valley Surgical Center, LLC 

 62-1766953

	 	Delaware 12/22/98
	 	Brazos Medco, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Broken Arrow Medical Group, LLC 

 20-4541066

	 	Delaware 3/20/06
	 	Triad-South Tulsa Hospital Company, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Brownwood Hospital, L.P. 

 62-1762521

	 	Delaware 11/19/98
	 	Brownwood Medical Center, LLC — GP
(1%)
 Medical Center of Brownwood, LLC — LP (99%)
	 	Material
	 	Brownwood Regional Medical Center, Brownwood, TX
	 
	 	 	 	 	 	 	 	 
	Brownwood Medical Center, LLC 

 62-1762523

	 	Delaware 11/9/98
	 	Southern Texas Medical Center, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	BVSC, LLC 

 62-1766949

	 	Delaware 12/22/98
	 	Brazos Medco, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Carlsbad Medical Center, LLC 

 62-1762526

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Material
	 	Carlsbad Medical Center, Carlsbad, NM
	 
	 	 	 	 	 	 	 	 
	Carolinas Medical Alliance, Inc. 

 62-1671678

	 	South Carolina 1/23/97
	 	Triad Holdings V, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Carolinas OB/GYN Medical Group, LLC 

 47-0890495

	 	Delaware 10/2/02
	 	Carolinas Medical Alliance, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Cedar Park Health System, L.P. 

 20-3904667

	 	Delaware 12/6/05
	 	CP Hospital GP, LLC — GP (1%)
 CPLP, LLC — LP (79%)
	 	Permitted Joint Venture Subsidiary
	 	Cedar Park Regional Medical Center, Cedar Park, TX (under construction summer 2007)






Page 39 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Central Arkansas Anesthesia Services, LLC 

20-3234513

	 	Delaware 7/26/05
	 	Searcy Holdings, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Central Arkansas Pharmacy, LLC 

 81-0572897

	 	Delaware 4/6/99
	 	Searcy Holdings, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Central Arkansas Physician Services, LLC 


62-1769627

	 	Delaware 10/20/03
	 	Searcy Holdings, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Central Arkansas Real Property, LLC 

 62-1767888

	 	Delaware 1/27/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Claremore Anesthesia, LLC 

 52-2379856

	 	Delaware 10/2/02
	 	Claremore Regional Hospital, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Claremore Diagnostic Center, LLC 

 71-0906513

	 	Delaware 6/8/04
	 	Claremore Regional Hospital, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Claremore Internal Medicine, LLC

 52-2379870

	 	Delaware 10/02/02
	 	Triad Holdings IV, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Claremore Physicians, LLC

 62-1772261

	 	Delaware 3/2/99
	 	Triad Holdings IV, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Claremore Regional Hospital, LLC 

62-1757649

	 	Delaware 10/15/98
	 	Triad Holdings IV, LLC
	 	Material
	 	Claremore Regional Hospital, Claremore, OK
	 
	 	 	 	 	 	 	 	 
	Clarksville Health System, G.P. 

20-3500835

	 	Delaware 9/19/05
	 	Clarksville Holdings, LLC — 80%
	 	Permitted Joint Venture Subsidiary
	 	Gateway Health System, Clarksville, TN
	 
	 	 	 	 	 	 	 	 
	Clarksville Holdings, LLC 

20-3320418

	 	Delaware 8/11/05
	 	River Region Medical Corporation
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Clarksville Physician Services, G.P. 

20-3500913

	 	Delaware 9/19/05
	 	Clarksville Holdings, LLC — 80%
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 





Page 40 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Clinico, LLC  

 62-1771864

	 	Delaware 2/3/99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Clinton County Health System, LLC 

 52-2024217

	 	Delaware 2/28/97
	 	QHG of Clinton County, Inc. — 99%
 Frankfort Health Partners, Inc. — 1%
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	C-OK, LLC 

 81-0572900

	 	Delaware 3/31/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	College Station Hospital, L.P. 

 62-1762360

	 	Delaware 11/17/98
	 	College Station Medical Center, LLC
— GP (1%) 
 CSMC, LLC — LP (99%)
	 	Material
	 	College Station Medical Center, College Station, TX
	 
	 	 	 	 	 	 	 	 
	College Station Medical Center, LLC 

 62-1762359

	 	Delaware 11/9/98
	 	College Station Merger, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	College Station Merger, LLC 

 62-1771861

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Coronado Hospital, LLC 

 62-1762361

	 	Delaware 11/9/98
	 	Coronado Medical, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Coronado Medical, LLC 

 62-1769696

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	CP Hospital GP, LLC 

20-3904557

	 	Delaware 12/6/05
	 	Tennyson Holdings, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	CPLP, LLC 

 20-3904614

	 	Delaware 12/6/05
	 	Tennyson Holdings, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Crestwood Healthcare, L.P.  

 62-1647983

	 	Delaware 4/23/96
	 	Crestwood Hospital, LLC — GP (20.02%)
 Crestwood Hospital LP, LLC — LP (60.35%)
	 	Permitted Syndication Subsidiary
	 	Crestwood Medical Center, Huntsville, AL
	 
	 	 	 	 	 	 	 	 
	Crestwood Hospital, LLC 

 62-1769644

	 	Delaware 2/3/99
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Crestwood Hospital LP, LLC 

 62-1762369

	 	Delaware 11/9/98
	 	Crestwood Hospital, LLC
	 	Material	 	 






Page 41 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Crestwood Surgery Center, LLC


 20-3254140

	 	Delaware 4/29/05
	 	Crestwood Healthcare, LP
	 	Subsidiary of Permitted Syndication Subsidiary
	 	 
	 
	 	 	 	 	 	 	 	 
	Crossroads Healthcare Management, LLC 



 74-2813578

	 	Texas
 1/23/97
	 	VHC Holding, LLC 55.5%
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	CSDS, LLC 

75-2828352

	 	Delaware 4/23/99
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	CSMC, LLC 

62-1762362

	 	Delaware 11/9/98
	 	College Station Merger, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	CSRA Holdings, LLC 

20-5111915

	 	Delaware 6/22/06
	 	QHG Georgia Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Dallas Physician Practice, L.P. 

 62-1771848

	 	Delaware 2/2/99
	 	DFW Physerv, LLC — GP (1%)
 Dallas Phy Service, LLC — LP (99%)
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Dallas Phy Service, LLC 


62-1769544

	 	Delaware 2/2/99
	 	Tennyson Holdings, Inc. (94.87%)
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Day Surgery, Inc. 

 48-0813816

	 	Kansas
 4/6/74
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Deaconess Health System, LLC 

 20-2257411

	 	Delaware 1/28/05
	 	Deaconess Hospital Holdings, LLC — 88.96%
	 	Permitted Syndication Subsidiary
	 	Deaconess Hospital, Oklahoma City, OK
	 
	 	 	 	 	 	 	 	 
	Deaconess Holdings, LLC 

 47-0890490

	 	Delaware 10/2/02
	 	Triad Holdings IV, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Deaconess Hospital Holdings, LLC 

 20-2401268

	 	Delaware 2/25/05
	 	Deaconess Holdings, LLC — 80%
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Deaconess Metropolitan Physicians, LLC 


20-5438965

	 	Delaware 8/14/06
	 	Deaconess Hospital Holdings, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 





Page 42 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Deaconess Physician Services, LLC 

 20-2257462

	 	Delaware 1/31/05
	 	Deaconess Hospital Holdings, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Denton ASC — GP, LLC 

 47-0926558

	 	Delaware 8/8/03
	 	TTHR Limited Partnership
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Denton Surgery Center, L.P. 

 47-0926556

	 	Delaware 8/8/03
	 	Denton ASC-GP, LLC — GP (1.16%)
 TTHR Limited Partnership — LP (88.4%)
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	DeQueen Regional I, LLC

 75-2849010

	 	Delaware 11/24/99
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Desert Hospital Holdings, LLC 

 20-8111921

	 	Delaware 12/20/06
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Detar Hospital, LLC 

 62-1764943

	 	Delaware 9/23/98
	 	VHC Medical, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	DFW Physerv, LLC 


62-1771842

	 	Delaware 2/2/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	DHSC, LLC 

 20-2871473

	 	Delaware 5/19/05
	 	Massillon Community Health System, LLC
	 	Permitted Joint Venture Subsidiary
	 	Affinity Medical Center — Doctors Campus, Massillon, OH
	 
	 	 	 	 	 	 	 	 
	Doctors Hospital Physician Services, LLC 


55-0799022

	 	Delaware 10/2/02
	 	Massillon Health System, LLC
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Doctors Medical Center, LLC 

 62-1762365

	 	Delaware 11/9/98
	 	Mid-Plains, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Doctors of Laredo, LLC 

 62-1762366

	 	Delaware 11/9/98
	 	Mid-Plains, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Douglas Medical Center, LLC 

 62-1762367

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Dukes Health System, LLC 

 52-2379885

	 	Delaware 10/2/02
	 	QHG of Clinton County, Inc.
	 	Material
	 	Dukes Memorial Hospital, Peru, IN






Page 43 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Dukes Physician Services, LLC 

 52-2379890

	 	Delaware 10/2/02
	 	QHG of Clinton County, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Dupont Hospital, LLC 

62-1801445

	 	Delaware 11/9/99
	 	St. Joseph Health System, LLC — 72.03%
	 	Permitted Syndication Subsidiary
	 	Dupont Hospital, Fort Wayne, IN
	 
	 	 	 	 	 	 	 	 
	E.D. Clinics, LLC 

 62-1762068

	 	Delaware 11/19/98
	 	Arizona Medco, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	EL Med, LLC (Formerly EL Dorado Medical Center, LLC


 62-1754930

	 	Delaware 9/23/98
	 	Arizona Medco, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	EI Dorado Surgery Center, L.P. 

 85-0474225

	 	Delaware 10/3/00
	 	Samaritan Surgicenters of Arizona II, L.L.C. — GP (62.152%)
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Eye Institute of Southern Arizona, LLC 

 62-1772259

	 	Delaware 3/2/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary
	 	Arizona — forced d/b/a SA Eye Institute, LLC
	 
	 	 	 	 	 	 	 	 
	Fairmont Health System, LLC 

 62-1772323

	 	Delaware 2/16/99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Florence ASC Management, LLC 

 62-1771847

	 	Delaware 2/3/99
	 	QHG of South Carolina, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Fort Wayne Surgery Center, LLC

	 	Indiana
	 	Dupont Hospital, LLC
	 	Permitted Joint Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Frankfort Health Partner, Inc. 

 35-2009540

	 	Indiana
 3/3/97
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Gadsden Regional Medical Center, LLC 

 63-1102774

	 	Delaware 1/1/07
	 	GRMC Holdings, LLC
	 	Material
	 	Gadsden Regional Medical Center, Gadsden, AL
	 
	 	 	 	 	 	 	 	 
	Gadsden Regional Primary Care, LLC 

 63-1141940

	 	LLC — Alabama filed 12/27/06 Effective 1/1/07
	 	Triad Holdings V, LLC
	 	Non-Significant Subsidiary
	 	Formerly an Inc. — Alabama 3/31/95 Inc. was dissolved in Alabama 12/27/06






Page 44 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Garland Managed Care Organization, Inc.


75-2794499

	 	Arkansas 12/2/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	GCMC, LLC
 

62-1762372

	 	Delaware 11/9/98
	 	Wharton Medco, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	GH Texas, LLC f/k/a Galen Texas, LLC 


62-1766932

	 	Delaware 12/28/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	GHC Hospital, LLC 
 
62-1757667

	 	Delaware 10/15/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Good Hope Health System, LLC 

 75-3085220

	 	Delaware 10/10/02
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	GRB Real Estate, LLC 

 75-2887762

	 	Delaware 7/6/2000
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Greenbrier Valley Anesthesia, LLC 

 20-3320314

	 	Delaware 8/11/05
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Greenbrier Valley Emergency Physicians, LLC 


26-0176243

	 	Delaware 5/14/07
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Greenbrier VMC, LLC 

 75-2887493

	 	Delaware 6/29/2000
	 	Triad Holdings III, LLC
	 	Material
	 	Greenbrier Valley Medical Center, Ronceverte, WV
	 
	 	 	 	 	 	 	 	 
	GRMC Holdings, LLC 

 20-8112090

	 	Delaware 12/20/06
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Gulf Coast Hospital, L.P. 

 62-1762373

	 	Delaware 11/9/98
	 	Gulf Coast Medical Center, LLC — GP (1%)
 GCMC, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Gulf
Coast Medical Center, LLC 

  62-1762374

	 	Delaware 11/9/98
	 	Wharton Medco, LLC
	 	Inactive	 	 






Page 45 of 67









 

 


Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Hattiesburg
Ambulatory Surgery Center, L.P. 


75-2964475

	 	Delaware 11/02/01
	 	Hattiesburg ASC GP, LLC — GP
(1.11%)
 Wesley Health System, LLC — LP (80%)
	 	Permitted Joint Venture Subsidiary
	 
	 	 	 	 	 	 
	Hattiesburg ASC-GP, LLC (Formerly Hattiesburg Ambulatory Surgery Center, LLC) 


62-1830299

	 	Delaware 8/29/00
	 	Wesley Health System, LLC — 95%

 QHG of Forest County, Inc. — 5%
	 	Non-Significant Subsidiary
	 
	 	 	 	 	 	 
	HDP DeQueen, LLC

 62-1767903

	 	Delaware 1/25/99
	 	Triad Holdings IV, LLC
	 	Inactive
	 
	 	 	 	 	 	 
	HDPWH, LLC

 62-1767914

	 	Delaware 1/15/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary
	 
	 	 	 	 	 	 
	HDP Woodland Heights, LP.

 62-1767909

	 	Delaware 1/15/99
	 	HDP Woodland Property, LLC —
GP (1%)
 HDPWH, LLC — LP (99%)
	 	Non-Significant Subsidiary
	 
	 	 	 	 	 	 
	HDP Woodland Property, LLC 

62-1767906

	 	Delaware 1/15/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary
	 
	 	 	 	 	 	 
	Healdsburg of California, LLC 

62-1762381

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive
	 
	 	 	 	 	 	 
	Healthwest Holdings, Inc.

 62-1647981

	 	Arizona 7/01/96
	 	Triad of Arizona (L.P.), Inc.
	 	Inactive
	 
	 	 	 	 	 	 
	HIH, LLC 

75-2838365

	 	Delaware 8/25/99
	 	Triad Holdings III, LLC
	 	Inactive
	 
	 	 	 	 	 	 
	Hobbs Medco, LLC

 62-1769641

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material
	 
	 	 	 	 	 	 
	Hobbs Physician Practice, LLC

 62-1762073

	 	Delaware 11/19/98
	 	Hobbs Medco, LLC
	 	Non-Significant Subsidiary
	 
	 	 	 	 	 	 
	Hospital of Beaumont, LLC

 62-1762384

	 	Delaware 11/9/98
	 	Beauco, LLC
	 	Inactive







Page 46 of 67











 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Hot Springs National Park
Hospital Holdings, LLC


62-1769635

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc. — 94.87%
	 	Permitted
Syndication
Subsidiary
	 	National Park
Medical Center, Hot
Springs, AR
	 
	 	 	 	 	 	 	 	 
	HTI Tucson Rehabilitation, Inc. 


86-0673716

	 	Arizona 5/17/90
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Huntington Associates

 95-6225660

	 	California 9/13/84
	 	HIH, LLC — GP (25%)
 HIH, LLC —
LP (55%)
 Triad Holdings III,
LLC — LP (20%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Huntington Beach Amdeco, LLC 


62-1767896

	 	Delaware 1/25/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Innovative Recoveries, LLC 


55-0799025

	 	Delaware 10/2/02
	 	Lutheran Health Network CBO, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	IOM Health System, L.P.


35-1963748

	 	Indiana 9/26/95
	 	Lutheran Health Network of
Indiana, LLC — GP (1%)
 Lutheran
Health Network of Indiana, LLC
— LP (98%)
 QHG of Fort Wayne,
Inc. — LP (1%)
	 	Material
	 	Lutheran Hospital
of Indiana, Fort
Wayne, IN
	 
	 	 	 	 	 	 	 	 
	IRHC, LLC

 62-1762415

	 	Delaware 11/9/98
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Jacksonville Medical
Professional Services, LLC


20-5957808

	 	Delaware 11/28/06
	 	Triad Holdings V, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Jonesboro Real Property, LLC


62-1766954

	 	Delaware 12/22/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Kensingcare, LLC 

62-1769731

	 	Delaware 2/3/99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Lake Area Physician Services,
LLC 

75-2864057

	 	Delaware 2/23/00
	 	Women & Children’s Hospital, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Lake Area Surgicare, A
Partnership in Commendam


62-1658994

	 	Louisiana 12/4/95
	 	Surgicare Outpatient Center of
Lake Charles, Inc. — 71%
	 	Permitted Joint
Venture Subsidiary	 	 






Page 47 of 67









 






Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Laredo Hospital, L.P.

 62-1762417

	 	Delaware 11/9/98
	 	Doctors of Laredo, LLC — GP
(1%)
 Doctors Medical Center,
LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Las Cruces ASC-GP, LLC


62-1762376

	 	Delaware 11/9/98
	 	Las Cruces Medical Center, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Las Cruces Medical Center, LLC


75-2905434

	 	Delaware 10/24/00
	 	Tennyson Holdings, Inc.
	 	Material
	 	Mountain View
Regional Medical
Center, Las Cruces,
NM
	 
	 	 	 	 	 	 	 	 
	Las Cruces Physician Services,
LLC

 20-5653775

	 	Delaware 10/2/06
	 	Sprocket Medical Management,
Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Las Cruces Surgery Center, L.P.


 42-1584742

	 	Delaware 3/28/03
	 	Las Cruces ASC-GP, LLC — GP
(60.045%) and LP (16.253%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Lea Regional Hospital, LLC


 62-1760149

	 	Delaware 11/9/98
	 	Hobbs Medco, LLC
	 	Material
	 	Lea Regional
Medical Center,
Hobbs, NM
	 
	 	 	 	 	 	 	 	 
	Longview Medical Center, L.P.


 62-1762420

	 	Delaware 11/9/98
	 	Regional Hospital of 

Longview,
LLC — GP (1%)

 LRH, LLC — LP
(72.98%)
	 	Permitted
Syndication
Subsidiary
	 	Longview Regional
Medical Center,
Longview, TX
	 
	 	 	 	 	 	 	 	 
	Longview Merger, LLC

  62-1769639

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	LRH, LLC

  62-1762421

	 	Delaware 11/9/98
	 	Longview Merger, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	LS Psychiatric, LLC

  75-2828353

	 	Delaware 4/22/99
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Lutheran Health Network CBO, LLC


 20-5958891

	 	Delaware 11/29/06
	 	Triad Holdings V, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Lutheran Health Network of
Indiana, LLC 

(Formerly Triad of
Indiana, LLC)


 62-1762363

	 	Delaware 11/9/98
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Lutheran Medical Office Park,
Phase II

	 	Indiana
	 	IOM Health System, L.P. — 51.96%
	 	Permitted Joint
Venture Subsidiary	 	 






Page 48 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Madison Hospital, LLC

  04-3715534

	 	Alabama 12/9/02
	 	Triad Hospitals IV, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Malulani Health and Medical
Center, LLC


 20-3320243

	 	Delaware 8/11/05
	 	Tennyson Holdings, Inc. — Sole Member
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mary Black Health System LLC


 57-1047528

	 	Delaware 5/13/96
	 	QHG of Spartanburg, Inc. — 93.93%
	 	Permitted
Syndication
Subsidiary
	 	Mary Black Memorial
Hospital [Health
System],
Spartanburg, SC
	 
	 	 	 	 	 	 	 	 
	Mary Black Medical Office
Building Limited Partnership


 57-0853592

	 	South Carolina
	 	Mary Black Health System, LLC — GP
(.011%) and LP (99.989%)
	 	Subsidiary of
Permitted
Syndication
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mary Black MOB II, L.P.


 58-2312019

	 	South Carolina
	 	Mary Black Health System, LLC — GP
(.002%) and LP (99.998%)
	 	Subsidiary of
Permitted
Syndication
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mary Black Physicians Group,
LLC 

 20-5511312

	 	Delaware 9/6/06
	 	QHG of Spartanburg, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mary Black Physician Services,
LLC 

81-0572901

	 	Delaware 3/31/99
	 	QHG of Spartanburg, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Massillon Community Health
System, LLC


55-0799029

	 	Delaware 10/2/02
	 	Massillon Health System, LLC — 80%
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Massillon Health System, LLC


34-1840860

	 	Delaware 9/12/96
	 	QHG of Massillon, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Mat-Su Regional ASC GP, LLC


20-4339645

	 	Delaware 2/15/06
	 	Mat-Su Valley Medical Center, LLC
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mat-Su Regional Surgery Center,
L.P. 

20-4339681

	 	Delaware 2/15/06
	 	Mat-Su Regional ASC GP, LLC — GP
(1%)
 Mat-Su Valley Medical Center,
LLC — LP (74%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Mat-Su Valley Medical Center,
LLC 

72-1563402

	 	Alaska 3/28/03
	 	Palmer-Wasilla Health System, LLC
—75%
	 	Permitted Joint
Venture Subsidiary
	 	Mat-Su Regional
Medical Center,
Palmer, AK






Page 49 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	MC Hospital, LLC

	 	DE
	 	Massillon Community Health
System, LLC
	 	Permitted Joint
Venture Subsidiary
	 	Affinity Medical
Center — Massillon,
Massillon, OH
	 
	 	 	 	 	 	 	 	 
	MCI Panhandle Surgical, L.P.


62-1766335

	 	Delaware 1/12/99
	 	Panhandle Property, LLC — GP (1%)
 Panhandle, LLC —
LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	McKenzie Physician Services, LLC


20-1334650

	 	Delaware 7/2/04
	 	Triad of Oregon, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	McKenzie-Willamette Regional
Medical Center Associates, LLC


20-0214051

	 	Delaware 8/29/03
	 	MWMC Holdings, LLC — 90.5%
	 	Permitted Joint
Venture Subsidiary
	 	McKenzie-Willamette
Medical Center,
Springfield, OR
	 
	 	 	 	 	 	 	 	 
	Medical Center at Terrell, LLC


62-1760814

	 	Delaware 9/25/98
	 	Triad-Medical Center at
Terrell Subsidiary, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Medical Center of Brownwood, LLC


62-1762425

	 	Delaware 11/9/98
	 	Southern Texas Medical, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Medical Center of Sherman, LLC


62-1757656

	 	Delaware 10/15/98
	 	Triad-Medical Center of
Sherman Subsidiary, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Medical Holdings, Inc.

 62-1755733

	 	Kansas 1/24/97
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Medical Park Hospital, LLC


62-1762426

	 	Delaware 11/9/98
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Medical Park MSO, LLC

 62-1762078

	 	Delaware 11/19/98
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	MEDSTAT, LLC

 35-1992146

	 	Indiana 7/31/96
	 	QHG of Warsaw, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Memorial Hospital, LLC

 62-1757915

	 	Delaware 10/21/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Mesa View PT, LLC

 52-2379875

	 	Delaware 10/2/02
	 	MMC of Nevada, LLC
	 	Non-Significant
Subsidiary	 	 






Page 50 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Mesa View Physical
Rehabilitation, LLC

 20-1621111

	 	Nevada 9/9/2004
	 	Mesa View PT, LLC — 50%
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	MHS Ambulatory Surgery Center,
Inc.

 45-0457797

	 	North Dakota 7/12/00
	 	Minot Health Services, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Mid-Plains, LLC

 62-1769743

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Minot Health Services, Inc.


45-0454250

	 	North Dakota 7/28/99
	 	QHG of Minot, Inc. (80%)

Frankfort Health Partner,
Inc. (20%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Mission Bay Memorial Hospital,
LLC

 62-1757657

	 	Delaware 10/15/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Missouri Healthserv, LLC


62-1769689

	 	Delaware 2/3/99
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	MMC of Nevada, LLC

 42-1543617

	 	Delaware 6/24/02
	 	Tennyson Holdings, Inc.
	 	Material
	 	Mesa View Regional
Hospital, Mesquite,
NV
	 
	 	 	 	 	 	 	 	 
	MWMC Holdings, LLC

 20-8007512

	 	Delaware 11/30/06
	 	Triad of Oregon, LLC — 78.487%
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	National Park Physician
Services, LLC

 62-1762445

	 	Delaware 11/9/98
	 	Tennyson Holdings, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	National Park Real Property, LLC


62-1762465

	 	Delaware 11/9/98
	 	Hot Springs National Park
Hospital Holdings, LLC
	 	Subsidiary of
Permitted
Syndication
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Navarro Hospital, L.P.

 62-1762428

	 	Delaware 11/9/98
	 	Navarro Regional, LLC — GP


(1%) NRH, LLC — LP(99%)
	 	Material
	 	Navarro Regional
Hospital,
Corsicana, TX
	 
	 	 	 	 	 	 	 	 
	Navarro Regional, LLC

 62-1762429

	 	Delaware 11/9/98
	 	Triad-Navarro Regional
Hospital Subsidiary, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	NC-CSH, Inc.

 95-4443580

	 	California 9/17/93
	 	Triad Holdings V, LLC
	 	Inactive	 	 






Page 51 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	NC-DSH, Inc.

 88-0305790

	 	Nevada 9/17/93
	 	QHG Georgia Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	North Anaheim
Surgicare, LLC


75-2838364

	 	Delaware 8/25/99
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Northeast Arkansas
Health System, LLC 


81-0572898

	 	Delaware 4/23/99
	 	Jonesboro Real Property, LLC —
60%
	 	Permitted Permitted
Syndication
Subsidiary
	 	NEA Medical Center,
Jonesboro, AR
	 
	 	 	 	 	 	 	 	 
	Northwest Allied
Physicians, LLC 


20-3943524

	 	Delaware 12/13/05
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Arkansas
Employees, LLC 


20-5896764

	 	Delaware 11/15/06
	 	Triad Holdings V, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Arkansas
Hospitals, LLC 


20-5896848

	 	Delaware 11/15/06
	 	QHG of Springdale, Inc. (99.56%)
	 	Permitted
Syndication
Subsidiary
	 	Willow Creek
Women’s Hospital,
Johnson, AR
	 
	 	 	 	 	 	 	 	 
	Northwest Benton
County Physician
Services, LLC


55-0799030

	 	Delaware 10/2/02
	 	QHG of Springdale, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Hospital,
LLC

 62-1762430

	 	Delaware 11/9/98
	 	NOV Holdings, LLC
	 	Subsidiary of
Permitted
Syndication
Subsidiary
	 	See Schedule 6.05(b)

Northwest Medical
Center, Tucson, AZ
	 
	 	 	 	 	 	 	 	 
	Northwest Marana
Hospital, LLC


47-0890489

	 	Delaware 10/2/02
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Medical
Center CT/MRI at
Marana, LLC 


20-4543645

	 	Delaware 3/20/06
	 	Tennyson Holdings, Inc.
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Physicians,
LLC

 62-1681750

	 	Arkansas 3/26/97
	 	QHG of Springdale, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Rancho
Vistoso Imaging
Services, LLC


75-2894366

	 	Delaware 8/16/00
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 






Page 52 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Northwest Tucson ASC-GP,
LLC 

81-0572902

	 	Delaware 3/31/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Northwest Tucson Surgery
Center, L.P.

 20-0959607

	 	Delaware 3/9/04
	 	Northwest Tucson ASC-GP, LLC
— GP (1.39%) and LP (74.9%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	NOV Holdings, LLC

 20-8112009

	 	Delaware 12/20/06
	 	Desert Hospital Holdings, LLC
	 	Permitted
Syndication
Subsidiary	 	 
	 
	 	 
	NPMC, LLC

 20-4599508

	 	Delaware 3/29/06
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	NPMC, Home Health, LLC


20-8449844

	 	Delaware 2/13/07
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	NRH, LLC

 62-1762431

	 	Delaware 11/9/98
	 	Triad-Navarro Regional
Hospital Subsidiary, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Odessa, LLC

 62-1771891

	 	Delaware 2/2/99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Oklahoma City ASC-GP, LLC


20-5462186

	 	Delaware 8/28/06
	 	Deaconess Holdings, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Oklahoma City Surgery
Center, L.P.

 20-5462232

	 	Delaware 8/28/06
	 	Oklahoma City ASC-GP, LLC —
GP (1.04%) and LP (73.02%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	OPRMC, LLC

 62-1762432

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Oregon Healthcorp, LLC 


62-1769632

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Oro Valley Hospital, LLC 


52-2379881

	 	Delaware 10/0/02
	 	NOV Holdings, LLC
	 	Subsidiary of
Permitted
Syndication
Subsidiary
	 	Northwest Medical
Center [of Oro
Valley], Oro
Valley, AZ
	 
	 	 	 	 	 	 	 	 
	Pacific East Division
Office, L.P.

 62-1772258

	 	Delaware 3/2/99
	 	Triad Texas, LLC — GP (1%)
  GH
Texas, LLC — LP (99%)
	 	Non-Significant
Subsidiary	 	 






Page 53 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Pacific Group ASC Division,
Inc.

 62-1763604

	 	Arizona 8/28/98
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Pacific Physicians Services,
LLC

 62-1763392

	 	Delaware 12/14/98
	 	Sprocket Medical Management, LLC
	 	Non-Significant Subsidiary
	 	Arizona forced d/b/a West
Coast Services, LLC
	 
	 	 	 	 	 	 	 	 
	Pacific West Division Office,
LLC

 75-2828365

	 	Delaware 4/6/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Palm Drive Hospital, L.P. 


62-1762433

	 	Delaware 11/9/98
	 	Palm Drive Medical Center, LLC — GP
(1%)
 PDMC, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Palm Drive Medical Center, LLC 


62-1762434

	 	Delaware 11/9/98
	 	Sebastopol, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Palmer-Wasilla Health System,
LLC

 62-1762371

	 	Delaware 11/9/98
	 	Triad Holdings IV, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Palmetto Women’s Care, LLC


55-0799027

	 	Delaware 10/2/02
	 	Carolinas Medical Alliance, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Pampa Hospital, L.P.

 62-1762437

	 	Delaware 11/10/98
	 	Pampa Medical Center, LLC — GP (1%)

Coronado Hospital, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Pampa Medical Center, LLC


62-1762440

	 	Delaware 11/10/98
	 	Coronado Medical, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Panhandle, LLC

 62-1766347

	 	Delaware 1/12/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Panhandle Medical Center, LLC 


62-1762449

	 	Delaware 11/10/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Panhandle Property, LLC


62-1766349

	 	Delaware 1/12/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Panhandle Surgical Hospital,
L.P.

 62-1762442

	 	Delaware 11/9/98
	 	Panhandle Medical Center, LLC — GP
(1%) 
Surgical Center of Amarillo, LLC
— LP (99%)
	 	Inactive	 	 






Page 54 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	PDMC, LLC

 62-1762448

	 	Delaware 11/9/98
	 	Sebastopol, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Pecos Valley of New Mexico, LLC


62-1766956

	 	Delaware 12/22/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Phillips & Coker OB-GYN, LLC 


47-0890494

	 	Delaware 10/2/02
	 	Carolinas Medical Alliance, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Phoenix Amdeco, LLC

 62-1766958

	 	Delaware 12/22/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Phoenix Surgical, LLC

 62-1769652

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Phys-Med, LLC

 62-1769748

	 	Delaware 2/5/99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Physicians and Surgeons
Hospital of Alice, L.P. 


62-1762451

	 	Delaware 11/9/98
	 	Alice Hospital, LLC — GP (1%)
 Alice
Surgeons, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Physicians’ Surgery Center of
Florence, LLC


43-1983435

	 	South Carolina 6/25/01
	 	Florence ASC Management, LLC, — 5%

QHG of South Carolina, Inc. — 54.78%
	 	Permitted Joint Venture
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Piney Woods Healthcare System,
L.P. 

62-1762559

	 	Delaware 11/9/98
	 	Woodland Heights Medical Center, LLC
— sole GP (1%)
 WHMC, LLC — sole LP
(90.33%)
	 	Permitted Syndication
Subsidiary
	 	Woodland Heights Medical
Center, Lufkin, TX
	 
	 	 	 	 	 	 	 	 
	Premiere Care Hospital, LLC 


62-1762531

	 	Delaware 11/9/98
	 	Triad Holdings III, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	PremierCare Super PHO, LLC 


20-8064096

	 	Delaware 11/29/06
	 	Triad Holdings V, LLC
	 	Non-Significant Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Primary Medical, LLC

 62-1769733

	 	Delaware 2/3/99
	 	Triad Holdings, IV, LLC
	 	Inactive	 	 






Page 55 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Procure Solutions, LLC 


62-1816477

	 	Delaware 4/10/00
	 	Triad Hospitals, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Psychiatric Services of
Paradise Valley, LLC


62-1762459

	 	Delaware 11/10/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG Georgia, L.P.

 58-2387537

	 	Georgia 4/28/98
	 	QHG Georgia Holdings,
Inc. — GP (1%)
 NC-DSH,
Inc. — LP (99%)
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG Georgia Holdings, Inc.


58-2386459

	 	Georgia 4/22/98
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Barberton, Inc.


31-1472381

	 	Ohio 7/25/96
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Bluffton, Inc.

 62-1792274

	 	Indiana 8/26/99
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Clinton County, Inc.


35-2006952

	 	Indiana 8/26/99
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Enterprise, Inc. 


63-1159023

	 	Alabama 12/13/95
	 	Triad Holdings V, LLC
	 	Material
	 	Medical Center
Enterprise,
Enterprise, AL
	 
	 	 	 	 	 	 	 	 
	QHG of Forrest County, Inc.


62-1704095

	 	Mississippi 7/9/97
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Fort Wayne, Inc.


35-1946949

	 	Indiana 2/8/95
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Hattiesburg, Inc. 


62-1704097

	 	Mississippi 7/9/97
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Jacksonville, Inc. 


62-1637909

	 	Alabama 4/17/96
	 	Triad Holdings V, LLC
	 	Material
	 	Jacksonville
Medical Center,
Jacksonville, AL






Page 56 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	QHG of Kenmare, Inc.

 45-0448211

	 	North Dakota
12/11/97
	 	Triad Holdings V, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Lake City, Inc. 

57-1022325

	 	South Carolina
5/8/95
	 	Triad Holdings V, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Massillon, Inc.

 31-1472380

	 	Ohio 7/25/96
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Minot, Inc.

 45-0448210

	 	North Dakota
12/11/97
	 	Triad Holdings V, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Ohio, Inc.

 62-1482681

	 	Ohio 11/20/91
	 	Triad Holdings V, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of South Carolina, Inc.


62-1587267

	 	South Carolina
12/28/94
	 	Triad Holdings V, LLC
	 	Material
	 	Carolinas Hospital
System, Florence,
SC
	 
	 	 	 	 	 	 	 	 
	QHG of Spartanburg, Inc.


57-1040117

	 	South Carolina
1/22/96
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Springdale, Inc.


62-1755664

	 	Arkansas 10/2/98
	 	Triad Holdings V, LLC
	 	Material
	 	Northwest Medical
Center
— Bentonville,
Bentonville, AR
	 
	 	 	 	 	 	 	 	 
	QHG of Texas, Inc.

 62-1472331

	 	Texas 8/5/91
	 	Triad Holdings V, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	QHG of Warsaw, Inc.

 62-1764509

	 	Indiana 12/30/98
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Quorum ELF, Inc.

 52-2064049

	 	Delaware 11/14/97
	 	Triad Hospitals, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Quorum Health Resources, LLC 


62-1742954

	 	Delaware 6/12/98
	 	Triad Hospitals, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	QHR International, LLC

 62-1799409

	 	Delaware 10/29/99
	 	Quorum Health Resources, LLC
	 	Non-Significant
Subsidiary	 	 






Page 57 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Quorum Health Services,
Inc.

 51-0370595

	 	Delaware 12/7/95
	 	Triad Hospitals, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Rehab Hospital of Fort
Wayne General Partnership 


25-1684676

	 	Delaware
	 	QHG of Fort Wayne,
Inc. — GP (99%)

Lutheran Health
Network of Indiana,
LLC —  GP(1%)
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Regional Hospital of
Longview, LLC

 62-1762464

	 	Delaware 11/9/98
	 	Longview Merger, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	River Region Medical
Corporation

 62-1576702

	 	Mississippi 8/30/94
	 	Triad Holdings V, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Russellville Holdings, LLC 


62-1771866

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material
	 	St. Mary’s Regional
Medical Center,
Russellville, AR
	 
	 	 	 	 	 	 	 	 
	SACMC, LLC

 62-1762472

	 	Delaware 11/9/98
	 	San Angelo Medical, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Samaritan Surgicenters of
Arizona II, LLC


85-0474224

	 	Arizona 10/3/00
	 	ELMED, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	San Angelo Community
Medical Center, LLC


62-1762473

	 	Delaware 11/9/98
	 	San Angelo Medical, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	San Angelo Hospital, L.P.


62-1762476

	 	Delaware 11/9/98
	 	San Angelo Community
Medical Center, LLC — GP (1%) 
SACMC, LLC —
LP (99%)
	 	Material
	 	San Angelo
Community Medical
Center, San Angelo,
TX
	 
	 	 	 	 	 	 	 	 
	San Angelo Medical, LLC


62-1769697

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	San Diego Hospital, L.P.


62-1757914

	 	Delaware 10/21/98
	 	Mission Bay Memorial
Hospital, LLC — GP (1%)
Memorial Hospital, LLC
— LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	San Leandro, LLC

 62-1761996

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 






Page 58 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	San Leandro Hospital, L.P.


62-1762479

	 	Delaware 12/30/98
	 	San Leandro Medical Center,
LLC — GP (1%)
 SLH, LLC — LP
(99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	San Leandro Medical Center, LLC 


62-1762481

	 	Delaware 11/9/98
	 	San Leandro, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	SDH, LLC 

62-1762482

	 	Delaware 11/9/98
	 	Silsbee Texas, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Searcy Holdings, LLC 

62-1762424

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Sebastopol, LLC

 62-1761995

	 	Delaware 11/19/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Sherman Hospital, L.P.

 62-1757916

	 	Delaware 10/20/98
	 	Medical Center of Sherman,
LLC — GP (1%)
 Sherman
Medical Center, LLC — LP
(99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Sherman Medical Center, LLC 


62-1757918

	 	Delaware 10/20/98
	 	Triad-Medical Center of
Sherman Subsidiary, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Silsbee Doctors Hospital, L.P. 


62-1762484

	 	Delaware 11/9/98
	 	Silsbee Medical Center, LLC — GP (1%)
 SDH, LLC — LP
(99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Silsbee Medical Center, LLC 


62-1762486

	 	Delaware 11/9/98
	 	Silsbee Texas, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Silsbee Texas, LLC

 62-1769667

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	SLH, LLC 

62-1762489

	 	Delaware 11/9/98
	 	San Leandro, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Software Sales Corp.

 62-1648746

	 	Tennessee 8/1/96
	 	Quorum Health Resources, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	South Alabama Managed Care
Contracting, Inc. 


90-0209693

	 	Alabama 7/12/96
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 






Page 59 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	South Alabama Medical
Management Services, Inc. 


62-1655072

	 	Alabama 8/1/96
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	South Alabama Physician
Services, Inc.

 62-1652851

	 	Alabama 7/12/96
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	South Arkansas Clinic, LLC


62-1766959

	 	Delaware 12/22/98
	 	Triad Holdings IV, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	SouthCrest, L.L.C.

 62-1723864

	 	Oklahoma 2/14/97
	 	Triad-South Tulsa
Hospital Company, Inc.
	 	Material
	 	SouthCrest Hospital, Tulsa, OK
	 
	 	 	 	 	 	 	 	 
	SouthCrest Anesthesia Group,
LLC

 20-3234420

	 	Delaware 7/26/06
	 	Triad-South Tulsa
Hospital Company, Inc.
	 	Non-Significant
Subsidiary	 	Non-Significant
Subsidiary
	 
	 	 	 	 	 	 	 	 
	SouthCrest Medical Group,
LLC

 20-4977132

	 	Delaware 5/31/06
	 	Triad-South Tulsa
Hospital Company, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	SouthCrest Surgery Center,
L.P.

 75-2858593

	 	Delaware 8/16/99
	 	SouthCrest, L.L.C. — GP (60%)
 SouthCrest,
L.L.C. — LP (19.385%)
	 	Permitted Joint
Venture Subsidiary	 	Permitted Joint


Venture 

Subsidiary
	 
	 	 	 	 	 	 	 	 
	South Tulsa Medical Group,
LLC

 20-3234465

	 	Delaware 7/26/05
	 	Triad-South Tulsa
Hospital Company, Inc.
	 	Non-Significant
Subsidiary	 	Non-Significant


Subsidiary
	 
	 	 	 	 	 	 	 	 
	Southern Texas Medical
Center, LLC

 62-1769737

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Springdale/ Bentonville
ASC-GP, LLC


62-1762377

	 	Delaware 11/9/98
	 	QHG of Springdale, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Springdale/ Bentonville
Surgery Center, L.P.


72-1563406

	 	Delaware 5/2/03
	 	Springdale/Bentonville
ASC-GP,
LLC — GP (1.062) and
LP (89.378%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Sprocket Medical Management,
LLC 

62-1748895

	 	Texas 7/29/98
1/1/07-became LLC
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 






Page 60 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	St. Joseph Health
System, LLC 


51-0382045

	 	Delaware 6/16/98
	 	QHG of Fort Wayne, Inc. —
99% 
Frankfort Health
Partner, Inc. -1%
	 	Material
	 	St. Joseph Health
System, Fort Wayne,
IN
	 
	 	 	 	 	 	 	 	 
	St. Joseph Medical
Group, Inc. 


35-2082181

	 	Indiana 7/29/99
	 	Triad Holdings V, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	St. Mary’s
Physician Services,
LLC

 62-1769626

	 	Delaware 2/3/99
	 	Russellville Holdings, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	St. Mary’s Real
Property, LLC


62-1762460

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Surgical Center of
Amarillo, LLC 


62-1762539

	 	Delaware 11/9/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Surgical Center of
Carlsbad, LLC 


85-0447541

	 	New Mexico 11/24/97
	 	Carlsbad Medical Center, LLC
	 	 Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of
Independence, Inc.


62-1615259

	 	Missouri 9/14/95
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of San
Leandro, Inc. 


61-1272726

	 	California 11/2/94
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of
Sherman, Inc. 


61-1612059

	 	Texas 6/21/95
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of
Southeast Texas I,
LLC

 75-2855264

	 	Delaware 9/10/99
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of
Victoria, Inc.


74-2283161

	 	Texas 8/12/83
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare of
Victoria, Ltd. 


76-0098497

	 	Texas 3/9/84
	 	Surgicare of Victoria, Inc.
— GP (87.5%)
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicare
Outpatient Center
of Lake Charles,
Inc. 


72-0958812

	 	Louisiana 1/6/83
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 






Page 61 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Surgicenter of Johnson County,
Inc.

 95-3978676

	 	Kansas 4/24/85
	 	Triad Holdings IIIC, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Surgicenters of America, Inc. 


86-0254331

	 	Arizona 12/11/70
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	TAC-SPC, Ltd.

	 	Cayman Islands,
B.W.I.
	 	Tri-World, LLC
	 	Foreign	 	 
	 
	 	 	 	 	 	 	 	 
	Tennyson Holdings, Inc.


20-3943816

	 	Delaware 12/12/05
	 	Triad Hospitals, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Terrell Hospital, L.P.

 62-1754939

	 	Delaware 9/25/98
	 	Terrell Medical Center, LLC — GP
(1%)
 Medical Center at Terrell,
LLC — LP (99%)
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Terrell Medical Center, LLC 


62-1754941

	 	Delaware 9/23/98
	 	Triad-Medical Center of Terrell
Subsidiary, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	The Intensive Resource Group,
LLC

 62-1744954

	 	Delaware 7/1/98
	 	Quorum Health Resources, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	The Vicksburg Clinic, LLC


62-1758264

	 	Delaware 10/26/98
	 	Vicksburg Healthcare, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	THI Beacon Court Limited

	 	Ireland
	 	THI Ireland Holdings Limited
	 	Foreign
	 	Beacon Hospital, Dublin, IRE
	 
	 	 	 	 	 	 	 	 
	THI Ireland Holdings Limited

	 	Ireland
	 	Tri-lrish, Inc. — Sole Shareholder
	 	Foreign	 	 
	 
	 	 	 	 	 	 	 	 
	Tri-lrish, Inc.

 02-0645477

	 	Delaware 10/2/02
	 	Tri-World, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Tri-World, LLC

 55-0799021

	 	Delaware 9/2/04
	 	Triad Hospitals, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Arizona I, Inc.

 62-1687283

	 	Arizona 4/24/97
	 	Triad of Arizona (L.P.). Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-ARMC, LLC 

46-0496926

	 	Delaware 8/23/02
	 	Abilene Merger, LLC
	 	Material	 	 






Page 62 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Triad Corporate Services, Limited
Partnership


62-1779580

	 	Delaware 4/29/99
	 	Triad CSGP, LLC — GP
(1%)
 Triad CSLP, LLC — LP (99%)
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad CSGP, LLC

 62-1779579

	 	Delaware 4/28/99
	 	Triad Holdings IV, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad CSLP, LLC

 62-1779578

	 	Delaware 4/28/99
	 	Triad Holdings VI, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Denton Hospital GP, LLC


75-2887764

	 	Delaware 7/6/00
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Denton Hospital, L.P. 


75-2887765

	 	Delaware 7/6/00
	 	Triad-Denton Hospital,
GP, LLC — GP (1%)

Arizona DH, LLC — LP
(99%)
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad DeQueen Regional Medical
Center, LLC 


62-1754933

	 	Delaware 9/23/98
	 	DeQueen Regional I, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-EI Dorado, Inc.

 62-1628508

	 	Arkansas 1/30/96
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Healthcare System of
Phoenix, L.P. 


62-1647982

	 	Delaware 7/29/97
	 	Triad of Phoenix, Inc. — GP (1%)
 Triad of
Arizona (L.P.), Inc. — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Holdings III, LLC (formerly
Triad Holdings III, Inc.)


75-2821745

	 	Delaware 4/30/99
	 	Triad Holdings IV, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Holdings IV, LLC

 62-1766957

	 	Delaware 12/22/98
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Holdings V, LLC

 51-0327978

	 	Delaware 4/3/90
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Holdings VI, Inc.

 02-0645469

	 	Delaware 10/2/02
	 	Triad Hospitals, Inc.
	 	Non-Significant
Subsidiary	 	 






Page 63 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Triad Hospitals, Inc.

 75-2816101

	 	Delaware 4/27/99
	 	 	 	Parent	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Medical Center at Terrell
Subsidiary, LLC


62-1681607

	 	Delaware 4/29/99
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Medical Center of Sherman
Subsidiary, LLC


62-1682195

	 	Delaware 4/29/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Navarro Regional Hospital
Subsidiary, LLC 


62-1681610

	 	Delaware 4/29/99
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad of Alabama, LLC

 62-1762412

	 	Delaware 11/9/98
	 	Triad Holdings V, LLC
	 	Material
	 	Flowers Hospital, Dothan, AL
	 
	 	 	 	 	 	 	 	 
	Triad of Arizona (L.P.), Inc.


61-1081190

	 	Arizona 8/20/85
	 	Triad Holdings III, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad of Oregon, LLC 

62-1761990

	 	Delaware 11/19/98
	 	Tennyson Holdings, Inc.
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad of Phoenix, Inc.

 62-1647980

	 	Arizona 7/1/96
	 	Triad of Arizona (L.P.), Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Triad RC, Inc.

 62-1761941

	 	Delaware 11/23/98
	 	Triad Holdings, III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-South Tulsa Hospital
Company, Inc. 


62-1678883

	 	Oklahoma 1/27/97
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Triad Texas, LLC

 62-1766930

	 	Delaware 12/28/98
	 	Tennyson Holdings, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Triad-Willow Creek, LLC


04-3686399

	 	Delaware 6/4/02
	 	QHG of Springdale, Inc.
	 	Non-Significant
Subsidiary	 	 






Page 64 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	TROSCO, LLC

 62-1778109


d/b/a — in Louisiana
 Trosco, LLC
of Delaware

	 	Delaware 4/23/99
	 	Triad Holdings IV, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Trufor Pharmacy, LLC

 62-1769732

	 	Delaware 2/3//99
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	TTHR Limited Partnership
43-2008974

	 	Delaware 1/22/03
	 	Triad-Denton Hospital GP, LLC —
GP (1%)
 Triad-Denton Hospital,
L.P. — LP (79%)
	 	Permitted Joint
Venture Subsidiary
	 	Presbyterian
Hospital of Denton,
Denton, TX
	 
	 	 	 	 	 	 	 	 
	Tucson Rehabilitation, LLC

	 	Delaware 9/17/99
	 	HTI Tucson Rehabilitation, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Tuscora Park Medical
Specialists, LLC

 20-4644697

	 	Delaware 4/4/06
	 	Barberton Health System, LLC
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	VFARC, LLC 

75-2828355

	 	Delaware 4/23/99
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	VHC Holdings, LLC

 75-2828356

	 	Delaware 4/23/99
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	VHC Medical, LLC

 62-1769671

	 	Delaware 2/3/99
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Vicksburg Healthcare, LLC 


62-1752111

	 	Delaware 8/28/98
	 	River Regional Medical
Corporation
	 	Material
	 	River Region
Medical Center
[Health System],
Vicksburg, MS
	 
	 	 	 	 	 	 	 	 
	Vicksburg Surgical Center, LLC


20-5381054

	 	Delaware 8/8/06
	 	River Region Medical Corporation
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Victoria Functional Assessment &
Restoration Ltd. 


74-2493730

	 	Texas 8/19/88
	 	VFARC, LLC — 73.4%
	 	Permitted Joint
Venture Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Victoria Hospital, LLC 

62-1760818

	 	Delaware 9/25/98
	 	VHC Medical, LLC
	 	Material	 	 






Page 65 of 67









 





Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	Victoria of Texas, L.P.

 62-1754940

	 	Delaware 9/25/98
	 	Detar Hospital, LLC —
GP (1%) 
Victoria
Hospital, LLC — LP
(99%)
	 	Material
	 	DeTar Hospital
Navarro DeTar
Hospital North,
Victoria, TX
	 
	 	 	 	 	 	 	 	 
	VMF Medical, LLC

 75-2828362

	 	Delaware 4/23/99
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Wagoner Community Hospital, LLC 


62-1757666

	 	Delaware 10/15/98
	 	Triad Holdings IV, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	WAMC, LLC

 62-1762544

	 	Delaware 11/9/98
	 	West Anaheim, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	Warsaw Health System, LLC


62-1764613

	 	Delaware 12/31/98
	 	QHG of Warsaw, Inc. —
98.56% 
Frankfort Health
Partner, Inc. — 1%
	 	Syndication
Subsidiary
	 	Kosciusko Community
Hospital, Warsaw,
IN
	 
	 	 	 	 	 	 	 	 
	Wesley Health System, LLC


52-2050792

	 	Delaware 7/9/97
	 	QHG of Hattiesburg,
Inc. — 95% 
QHG of
Forrest County, Inc. -
5%
	 	Permitted
Syndication
Subsidiary
	 	In Process — See
Schedule 6.05(b) 
Wesley Medical
Center,
Hattiesburg, MS
	 
	 	 	 	 	 	 	 	 
	Wesley HealthTrust, Inc.
 a/k/a
Methodist HealthTrust 


64-0873336

	 	Mississippi 1/15/96
	 	QHG of Hattiesburg, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Wesley Physician Services, LLC 


20-5884933

	 	Delaware 11/14/06
	 	QHG of Hattiesburg, Inc.
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	West Anaheim, LLC 

62-1761999

	 	Delaware 11/19/98
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	West Anaheim Hospital, L.P. 


62-1762546

	 	Delaware 11/9/98
	 	West Anaheim Medical
Center, LLC — GP(1%) 

WAMC, LLC — LP (99%)
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	West Anaheim Medical Center, LLC 


62-1762547

	 	Delaware 11/9/98
	 	West Anaheim, LLC
	 	Inactive	 	 
	 
	 	 	 	 	 	 	 	 
	West Virginia MS, LLC

 75-2887763

	 	Delaware 7/6/00
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Wharton Medco, LLC

 62-1769651

	 	Delaware 2/3/99
	 	Tennyson Holdings, Inc.
	 	Inactive	 	 






Page 66 of 67









 






Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.) Subsidiaries

SUBSIDIARY LISTING




	 	 	 	 	 	 	 	 	 
	 	 	STATE AND	 	 	 	 	 	 
	NAME/FEIN	 	DATE	 	PARENT	 	ENTITY TYPE	 	HOSPITAL DBA
	WHMC, LLC 

62-1762551

	 	Delaware 11/9/98
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Willamette Community
Medical Group, LLC 


20-5128256

	 	Delaware 6/28/06
	 	Triad of Oregon
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Willamette Valley
Clinics, LLC

 62-1766695

	 	Delaware 1/6/99
	 	Oregon Healthcorp, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Willamette Valley Medical
Center, LLC

 62-1762552

	 	Delaware 11/9/98
	 	Oregon Healthcorp, LLC
	 	Material
	 	Willamette Valley
Medical Center,
McMinnville, OR
	 
	 	 	 	 	 	 	 	 
	WM Medical, LLC

 75-2828363

	 	Delaware 4/23/99
	 	Triad Holdings III, LLC
	 	Non-Significant
Subsidiary	 	 
	 
	 	 	 	 	 	 	 	 
	Women & Children’s
Hospital, LLC 

62-1762556

	 	Delaware 11/9/98
	 	Triad Holdings IV, LLC
	 	Material
	 	Women & Children’s
Hospital, St.
Charles, LA
	 
	 	 	 	 	 	 	 	 
	Woodland Heights Medical
Center, LLC

 62-1762558

	 	Delaware 11/9/98
	 	Triad Holdings III, LLC
	 	Material	 	 
	 
	 	 	 	 	 	 	 	 
	Woodward Health System,
LLC

 62-1762418

	 	Delaware 11/9/98
	 	Triad Holdings IV, LLC
	 	Material
	 	Woodward Hospital,
Woodward, OK
	 
	 	 	 	 	 	 	 	 
	Tri-Shell 37 LLC
 F/k/a
Physical Therapy
Affiliates, LLC


62-1757659

	 	Delaware 10/15/98
	 	Triad Hospitals, Inc.
	 	Inactive
	 	Don’t use— IRS
issues. They have
no record of entity
or fein.








 




			
	*	 	MCSA, LLC — dba Medical Center of South Arkansas.




Please note that Medical Center of South Arkansas is owned by MCSA, LLC which is owned 50% by Triad
El Dorado, Inc. and 50% by SHARE Foundation.



MCSA, LLC is an Arkansas company formed 2/23/96. FEIN:



Page 67 of 67





 









 








Schedule 3.17




Environmental Matters



None.




32









 








Schedule 3.18




Insurance



Please see attached.





33









 








SUMMARY OF INSURANCE PROGRAM


FOR

 COMMUNITY HEALTH SYSTEMS, INC.





	1.	 	Hospital Liability Insurance
	 
	 	 	This policy provides comprehensive general liability, medical professional liability,
contractual liability, personal injury liability, druggists’ liability, and employment
practices liability insurance. The policy period is June 1, 2007 to June 1, 2008. The policy
is written on a claims-made basis, with retroactive date of September 1, 1986. This policy,
shared by all of the CHS affiliate facilities, provides a $4.750 million per occurrence/$8
million annual aggregate, excess of a $250,000 “self-insured” retention (SIR). The policy is
written by Community Insurance Group, SPC, Ltd. (CIG). The policy number is 274/CIG07.
	 
	 	 	Excess insurance is provided by Zurich American (Steadfast Insurance Company) with limits of
$20 million per occurrence/$20 million annual aggregate, excess $5 million. The policy period
is June 1, 2007 to June 1, 2008. This liability umbrella policy is written on a claims-made
basis, with retroactive date of September 1, 1986. (This umbrella also provides excess
automobile, employers liability, helipad liability, non-owned aviation). Policy number is
HPC534683702.
	 
	 	 	An excess liability policy with Endurance provides limits of $25 million per occurrence/$25
million annual aggregate, excess $25 million. The policy period is June 1, 2007 to June 1,
2008. The policy is written on a claims-made basis, retroactive to September 1, 1986. (This
policy also acts as an umbrella over underlying coverages). Policy number is P001089005.
	 
	 	 	An excess liability policy with AWAC provides limits of $25 million per occurrence/$25
million annual aggregate, excess $50 million. The policy period is June 1, 2007 to June 1,
2008. The policy is written on a claims-made basis, retroactive to September 1, 1986, except
for Laredo which is 6/1/04. (This policy also acts as an umbrella over underlying coverages).
Policy number is C002071/001.
	 
	 	 	An excess liability policy with XL Bermuda provides limits of $25 million per occurrence/$25
million annual aggregate, excess $75 million. The policy period is June 1, 2007 to June 1,
2008. The policy is written on a claims-made basis, retroactive to September 1, 1986, except
for Laredo which is 6/1/04. (This policy also acts as an umbrella over underlying coverages).
Policy number is XLUMB-604250.
	 
	 	 	Total policy limits are $100 million.




 









 






	 	 	[The State of PA requires first dollar professional liability insurance coverage
through a PA
licensed carrier and participation in the State Fund. Therefore, effective 3/1/02, Berwick is
insured through a PA fronted policy with CNA for professional liability limits of
$500,000/$2,500,000 retroactive to 3/1/99 for claims not reported prior to 3/1/02; and The
Fund with limits to $1.2M. Effective 10/1/02, Jennersville, Easton, and Brandywine are in the
same program. This change is retro to 6/11/01 for Brandywine and 10/1/01 for Easton and
Jennersville for claims not reported prior to 10/1/02. Lock Haven is in this program
effective 8/1/02, Pottstown effective 7/1/03, Phoenixville effective 8/1/04, Chestnut Hill
effective 3/1/05, and Sunbury effective 10/1/05. CIG provides coverage over the Fund.
	 
	 	 	Effective 8/1/00, the Louisiana hospitals, Byrd Regional and River West, became members of the
Louisiana Patients’ Compensation Fund. Northern Louisiana Medical Center joined the Fund on
4/1/07. These hospitals are insured in CHS’ program for the 1st $100,000 of each
medical malpractice claim and the Fund provides coverage from $100,000 to the statutory cap of
$500,000.]
	 
	 	 	Effective 5/1/07, Porter Hospital in Indiana was acquired and enrolled in the Indiana PCF.
This hospital has a fronted policy with Zurich for professional liability limits of
$250,000/$7.5M. The Fund then provides coverage up to a statutory cap of $1,250,000.
	 
	2.	 	Workers’ Compensation and Employers Liability Insurance (including Stop Gap Coverage)
	 
	 	 	Workers’ Compensation and Employers Liability insurance including Stop Gap coverage is
purchased to comply with CHS and its affiliates’ obligations under state and federal workers’
compensation laws. The policy period is December 1, 2006 to December 1, 2007. Statutory
limits apply to Workers’ Compensation. Employers Liability limits are $1 million each
employee per accident/$1 million occupational disease aggregate/$1 million by disease each
occurrence. This is a large deductible program with a $300,000 deductible. The policy is
written by Zurich, policy number WC 3730423-03.
	 
	 	 	All Texas facilities have entered into an Opted-Out ERISA Plan in lieu of a statutory work
comp program effective 12/1/01. The TX facilities maintain a $500,000 self-insured retention
for all employee injuries. An excess policy has been purchased with Steadfast Insurance
Company (Zurich) for coverage above this self-insured retention up to $10 million. The
policy period for this excess policy is 12/1/06-12/1/07. The policy number is EWT387844800.
	 
	3.	 	Automobile Liability and Physical Damage Coverage — Primary
	 
	 	 	Automobile Liability coverage is purchased to pay all sums CHS and its affiliates are legally
liable to pay as damages because of bodily injury or property damage caused by an accident
and resulting from the ownership, maintenance or use of a covered auto, including hired and
non-owned autos. Hired and non-owned autos coverage is excess of any other available limits
including employees’ personal vehicles while in use on company business. The




 









 






	 	 	policies have a $2 million CSL of Liability limit/$2 million CSL of Uninsured Motorists
Liability limit. There is a $10,000 deductible on the policy for the hospitals and a $250,000
deductible for Corporate. The policy period is December 1, 2006- December 1, 2007. The
policies are written by Zurich. The policy number is BAP 3730425-03.
	 
	4.	 	EMPLOYMENT PRACTICES LIABILITY
	 
	 	 	XL Insurance (Bermuda) Ltd. also provides a policy that covers Employment Practices
Liability. This stand-alone EPLI policy provides limits of $15 million, excess $5 million
self-insured retention. The policy period is June 1, 2006 to June 1, 2007 with a 2 month
extension to 8/1/07. The policy is written on a claims-made basis, retroactive to 6/1/03.
Policy number is BM0022000EP06A.
	 
	5.	 	PROPERTY
	 
	 	 	A property policy is purchased to protect CHS and its affiliates from direct damage to
owned/leased properties. It also provides for the loss of income or increased operating
expenses as the result of a direct damage loss. The property damage portion of the policy is
written on a replacement value basis. Policy limits are $750,000,000. The policy includes a
$250 million total earthquake limit for all locations except CA and those facilities located
in the New Madrid Seismic Zone, which have a $25 million sublimit and a 5% deductible. For
“wind locations” there are 3— 5% wind deductibles. There is a $250 million total flood limit/$10 million KY River sublimit. All other deductibles vary (by peril) from $25,000 to $100,000.
Terrorism coverage is included. The policy is written by FM Global with coverage dates of
August 31, 2006 — August 31, 2007. The policy number is JC553.
	 
	 	 	Kentucky River Medical Center, 540 Jetts Drive, Jackson, KY is situated in a flood plain
(zone A) and is eligible for flood coverage through the National Flood Insurance Program
(NFIP). Coverage has been purchased essentially to “buy down” the deductible in the FM Global
policy of $500,000 building and $500,000 contents to a deductible of $5,000. Valuation of
this policy is actual cash value. The policy is written through Hartford Insurance Company,
policy number 01486140002007. The policy period is March 14, 2007 to March 14, 2008.
	 
	5.	 	Fidelity/Crime
	 
	 	 	Crime coverage is purchased for acts of employee dishonesty, forgery or alteration, theft,
disappearance or destruction, robbery and safe burglary, computer fraud, wire transfers, and
money order or counterfeit currency at a limit of $10 million dollars. The crime policy is
provided by National Union Fire Insurance Company with a deductible
of $250,000. The coverage
dates are September 30, 2006 to September 30, 2007. The policy number is 006738480.
	 
	6.	 	Fiduciary Liability




 









 






	 	 	Community Health Systems’ Retirement and Profit Sharing Plan, Deferred Compensation Plan and
Volunteer Employee Benefit Association Trust (VEBA), are protected by Fiduciary Liability
coverage. The policy period is September 30, 2006 to September 30, 2007. This is claims-made
coverage, which provides a $10 million combined single limit with a $100,000
deductible. The carrier is National Union Fire Insurance Company. The policy number is
006738448.
	 
	7.	 	Directors and Officers Insurance and Company Reimbursement Policy
	 
	 	 	CHS’ Directors and Officers Liability insurance policies provide coverage for Corporate
Directors and Officers, members of Hospital Governing Boards, and members of the Physician
Advisory Counsel. The policy period is May 18, 2007 to May 18, 2008. Policy limits are
$100 million and are provided through ten layers of coverage. The primary policy is written
through AIG (National Union) and provides a $10 million limit. The policy number is
007421768. Next, a $10 million limit is provided by Zurich through policy number DOC
5336148-03. Next, a $10 million limit is provided by Liberty Mutual through policy number
073387-017. Next, a $10 million limit is provided by XL Specialty through policy number
ELU097969-07. Then, a $10 million limit is provided by XL (Bermuda) through policy number
BM00022826DO07A, Side A coverage only. Next, a $10 million limit, Side A coverage only, is
provided by Allied World Assurance through policy number C000424/006. Next, a $10 million
limit is provided by Axis, Side A coverage only, with a policy number RAN713680/01/2007. Next
a $10 million limit is provided by Continental Casualty, Side A coverage only, through policy
number 169770713. AWAC provides another layer of $10 million through policy number
C007468/001. Finally, Starr Excess provides a $10 million layer, Side A only, through
policy number 6299067. The policy has a $2.5 million self-insured retention.
	 
	8.	 	Environmental Impairment Liability Policy
	 
	 	 	This policy provides payment for damages to personal property, or environmental injury
arising out of environmental impairment from underground & aboveground storage tanks. It will
also pay for clean up resulting from pollution liability arising from said storage tank. The
policy period is June 1, 2007 to June 1, 2008. The policy limits are $2 million per
occurrence/$5 million annual aggregate, with a $25,000 deductible. The carrier is Zurich. The
policy number is USC5400144-02.
	 
	9.	 	Owned & Non-Owned Aviation Liability/ Helipad Liability
	 
	 	 	This policy provides payment for bodily injury and property damage including passengers for
the owned air ambulance helicopter and the 3 CHS leased/owned aircraft. The policy is provided
by Global Aerospace for a liability policy limit of $50,000,000 per occurrence for the
helicopter with a deductible of $10,000 Not in Motion/3% of the Insured Value in Motion
coverage. The policy period is 6/11/07-6/11/08. The policy number is BH 10035634. The policy
also provides $100,000,000 limits for the Beech King Air, and $125,000,000 limits for the two
Hawkers.
	 
	 	 	A helipad liability policy provides coverage for any helipad premises owned or used
by the




 









 






		 	facility. The policy is provided by Global Aerospace for a
limit of $10,000,000 per occurrence
with a $50,000 deductible for each and every loss. The policy number is BH 10035634. The
policy period is 6/11/07-6/11/08.
	 
	10.	 	Employed Physician Professional Liability Insurance
	 
	 	 	CHS procures and maintains professional liability insurance
for all employed physicians. This
policy, shared by all of the CHS affiliate employed physicians, is written on a claims-made
basis in the amount of $1,000,000 per occurrence/$3,000,000 in the aggregate for professional
medical services provided. This primary insurance is obtained through Community Insurance
Group, SPC, LTD. The policy period is August 11, 2006 to August 11, 2007. The policy number is
274/CIG/PHY06. Employed physicians are insured under the liability policy with Community
Insurance Group, Ltd. (described in section 1) with limits of $4 million per occurrence/$4
million aggregate, excess of the $1 million primary policy provided by CIG. The employed
physicians are also provided coverage on the excess liability policies.
	 
	11.	 	Pollution Legal Liability
	 
	 	 	This policy provides coverage for onsite and offsite 3rd party bodily injury,
property damage, and clean up costs, plus business interruption coverage for actual loss or
rental value, resulting from pollution issues. Mold is excluded. The policy is written by AIG
(American International Specialty Lines) with limits of $3M/$6M. The deductible is $100,000. Policy period is 9/1/06-9/1/09. The policy number is PLS2057628.






 












 






TRIAD HOSPITALS, INC.

2006 Corporate and Facility Insurance




	 	 	 	 	 
	 	 	Policy Period
	Insurance Program Description and Limits of Liability	 	Inception	 	Expiration
	 
	Hospital Professional Liability (HPL) and General Liability (GL):
	 	 	 	 
	Alabama Facilities (Claims — Made): $25,000 Deductible
	 	 	 	 
	$1,00,000 each claim/$3,000,000 Aggregate
	 	7/31/2006	 	7/31/2007
	Primary Coverage (Occurrence): $1,000,000 Retention ($2,000,000 Retention for Texas)	 	 
	$5,000,000 Per Occurrence/$31.5 Million Aggregate
	 	1/1/2006	 	1/1/2007
	Excess Coverage (HPL is Claims-Made; GL is Occurrence):
	 	 	 	 
	$190 Million in excess of $10 Million Per Occurrence and Aggregate
	 	1/1/2006	 	1/1/2007
	 
	 	 	 	 
	Patient Compensation Funds:
	 	 	 	 
	$1,000,000 Excess of $250,000 Per Occurrence (Indiana)
	 	1/1/2006	 	1/1/2007
	Unlimited Excess of $100,000 Retention (Louisiana)
	 	1/1/2006	 	1/1/2007
	 
	 	 	 	 
	Directors & Officers Liability ($2,500,000 Retention):
	 	 	 	 
	Total Limits: $100 million
	 	5/12/2006	 	5/12/2007
	Fiduciary Liability ($100,000 Non Securities Retention; $500,000 Securities Retention):	 	 
	Total Limits: $50 million
	 	5/12/2006	 	5/12/2007
	Fidelity/Crime ($500,000 Deductible):
	 	 	 	 
	Total Limits: $40 million
	 	5/12/2006	 	5/12/2007
	Special Crime (NIL Deductible):
	 	 	 	 
	Total Limits: $25 million
	 	5/11/2005	 	5/11/2008
	Employment Practices Liability ($2,000,000 deductible):
	 	 	 	 
	Total Limits: $35 million
	 	5/12/2006	 	5/12/2007
	Property ($100,000 Deductible, Higher Deductibles and Lower Sublimits Apply for Specified Losses)	 	 
	$500,000,000 Limit Per Loss
	 	7/31/2006	 	7/31/2007
	Foreign Liability:
	 	 	 	 
	(Various Limits)
	 	7/31/2006	 	7/31/2007
	Aviation Liability and Physical Damage:
	 	 	 	 
	Total Limits: $100 million Citation V/ $150 million Citation X (liability); $18,900,000 (phys. dmg.)
	 	4/17/2006	 	4/17/2007
	Automobile Coverage:
	 	 	 	 
	Total Limits: $5 million
	 	7/1/2006	 	7/1/2007
	Workers Compensation/Employers Liability:
	 	 	 	 
	Total Limits: Statutory WC/$5,000,000 Employers Liability
	 	7/1/2006	 	7/1/2007
	Excess Workers Compensation/Employers Liability [Alabama ($500,000 SIR) and Ohio ($350,000 SIR)]:	 	 
	Total Limits: Statutory WC/$1,650,000 EL Including SIR
	 	7/1/2006	 	7/1/2007
	Pollution Liability (Storage Tanks)
	 	 	 	 
	Total Limits: $2 million Each Claim/$10 million Aggregate
	 	7/31/2006	 	7/31/2007






Page 1 of 1 Pages









 





Schedule 3.19(a)




UCC Filing Offices




CHS Guarantors




	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	1.

	 	Centre Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	2.

	 	Cullman Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	3.

	 	Foley Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	4.

	 	Fort Payne Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	5.

	 	Greenville Hospital Corporation
	 	Alabama
	 	Secretary of State of the State of Alabama
	6.

	 	Forrest City Arkansas Hospital Company, LLC
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	7.

	 	Forrest City Clinic Company, LLC
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	8.

	 	Forrest City Hospital Corporation
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	9.

	 	Phillips Hospital Corporation
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	10.

	 	Payson Hospital Corporation
	 	Arizona
	 	Secretary of State of the State of Arizona
	11.

	 	Chesterfield/Marlboro, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	12.

	 	CHHS Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	13.

	 	Cleveland Regional Medical Center, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	14.

	 	Community GP Corp.
	 	Delaware
	 	Secretary of State of the State of Delaware
	15.

	 	Community Health Investment Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	16.

	 	Community Health Systems, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	17.

	 	Community LP Corp.
	 	Delaware
	 	Secretary of State of the State of Delaware
	18.

	 	Fallbrook Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	19.

	 	FWCT-1 Acquisition Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	20.

	 	Hallmark Healthcare Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	21.

	 	Hospital of Barstow, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	22.

	 	Lancaster Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	23.

	 	National Healthcare of Cleveland, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	24.

	 	National Healthcare of Cullman, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	25.

	 	National Healthcare of Decatur, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	26.

	 	National Healthcare of Hartselle, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	27.

	 	National Healthcare of Leesville, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	28.

	 	National Healthcare of Mt. Vernon, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	29.

	 	National Healthcare of Newport, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	30.

	 	NWI Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	31.

	 	Pennsylvania Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	32.

	 	Phoenixville Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	33.

	 	Pottstown Hospital Company, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	34.

	 	Ruston Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	35.

	 	Watsonville Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware






34









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	36.

	 	Webb Hospital Corporation
	 	Delaware
	 	Secretary of State of the State of Delaware
	37.

	 	Webb Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	38.

	 	Fannin Regional Hospital, Inc.
	 	Georgia
	 	Office of the Clerk of any Superior Court
	39.

	 	Anna Hospital Corporation §
	 	Illinois
	 	Secretary of State of the State of Illinois
	40.

	 	Galesburg Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	41.

	 	Granite City Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	42.

	 	Granite City Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	43.

	 	Marion Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	44.

	 	Red Bud Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	45.

	 	Red Bud Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	46.

	 	Waukegan Hospital Corporation
	 	Illinois
	 	Secretary of State of the State of Illinois
	47.

	 	Waukegan Illinois Hospital Company, LLC
	 	Illinois
	 	Secretary of State of the State of Illinois
	48.

	 	Hospital of Fulton, Inc.
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	49.

	 	Hospital of Louisa, Inc.
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	50.

	 	Jackson Hospital Corporation
	 	Kentucky
	 	Secretary of State of the State of Kentucky
	51.

	 	Ruston Louisiana Hospital Company, LLC
	 	Louisiana
	 	Recorder of mortgages of Orleans Parish or Clerk of Court
of any other parish
	52.

	 	Farmington Hospital Corporation
	 	Missouri
	 	Secretary of State of the State of Missouri
	53.

	 	Farmington Missouri Hospital Company, LLC
	 	Missouri
	 	Secretary of State of the State of Missouri
	54.

	 	Kirksville Hospital Corporation
	 	Missouri
	 	Secretary of State of the State of Missouri
	55.

	 	Moberly Hospital, Inc.
	 	Missouri
	 	Secretary of State of the State of Missouri
	56.

	 	Williamston Hospital Corporation
	 	North Carolina
	 	Secretary of State of the State of North Carolina
	57.

	 	Salem Hospital Corporation
	 	New Jersey
	 	New Jersey Department of Treasury/Division of Revenue
	58.

	 	Deming Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico
	59.

	 	Roswell Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico
	60.

	 	San Miguel Hospital Corporation
	 	New Mexico
	 	Secretary of State of the State of New Mexico
	61.

	 	CHS Holdings Corp.
	 	New York
	 	Secretary of State of the State of New York
	62.

	 	Hallmark Holdings Corp.
	 	New York
	 	Secretary of State of the State of New York
	63.

	 	Kay County Hospital Corporation
	 	Oklahoma
	 	Secretary of State of the State of Oklahoma
	64.

	 	Kay County Oklahoma Hospital Company, LLC
	 	Oklahoma
	 	Secretary of State of the State of Oklahoma
	65.

	 	CHS Berwick Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	66.

	 	Clinton Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	67.

	 	Coatesville Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	68.

	 	Northampton Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	69.

	 	Sunbury Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth
	70.

	 	West Grove Hospital Corporation
	 	Pennsylvania
	 	Secretary of the Commonwealth






35









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	71.

	 	Brownsville Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	72.

	 	Cleveland Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	73.

	 	Dyersburg Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	74.

	 	Hospital of Morristown, Inc.
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	75.

	 	Jackson Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	76.

	 	Jackson, Tennessee Hospital Company, LLC
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	77.

	 	Lakeway Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	78.

	 	Lexington Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	79.

	 	Martin Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	80.

	 	McKenzie Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	81.

	 	McNairy Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	82.

	 	Shelbyville Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	83.

	 	Sparta Hospital Corporation
	 	Tennessee
	 	Secretary of State of the State of Tennessee
	84.

	 	Big Bend Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	85.

	 	Big Spring Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	86.

	 	Granbury Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	87.

	 	Jourdanton Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	88.

	 	NHCI of Hillsboro, Inc.
	 	Texas
	 	Secretary of State of the State of Texas
	89.

	 	Weatherford Hospital Corporation
	 	Texas
	 	Secretary of State of the State of Texas
	90.

	 	Weatherford Texas Hospital Company, LLC
	 	Texas
	 	Secretary of State of the State of Texas
	91.

	 	Tooele Hospital Corporation
	 	Utah
	 	Division of Corporations and Commercial Code
	92.

	 	Emporia Hospital Corporation
	 	Virginia
	 	State Corporation Commission
	93.

	 	Franklin Hospital Corporation
	 	Virginia
	 	State Corporation Commission
	94.

	 	Petersburg Hospital Company, LLC
	 	Virginia
	 	State Corporation Commission
	95.

	 	Russell County Medical Center, Inc.
	 	Virginia
	 	State Corporation Commission
	96.

	 	Virginia Hospital Company, LLC
	 	Virginia
	 	State Corporation Commission
	97.

	 	Oak Hill Hospital Corporation
	 	West Virginia
	 	Secretary of State of the State of West Virginia
	98.

	 	Evanston Hospital Corporation
	 	Wyoming
	 	Secretary of State of the State of Wyoming






Triad Guarantors




	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	1.

	 	QHG of Enterprise, Inc.
	 	Alabama
	 	Secretary of State of the State of Alabama
	2.

	 	QHG of Jacksonville, Inc.
	 	Alabama
	 	Secretary of State of the State of Alabama
	3.

	 	QHG of Springdale, Inc.
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	4.

	 	Triad-El Dorado, Inc.
	 	Arkansas
	 	Secretary of State of the State of Arkansas
	5.

	 	Abilene Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	6.

	 	Abilene Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






36









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	7.

	 	Arizona DH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	8.

	 	ARMC, LP
	 	Delaware
	 	Secretary of State of the State of Delaware
	9.

	 	Birmingham Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	10.

	 	Bluffton Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	11.

	 	Brownwood Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	12.

	 	Brownwood Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	13.

	 	Carlsbad Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	14.

	 	Claremore Regional Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	15.

	 	Clarksville Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	16.

	 	College Station Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	17.

	 	College Station Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	18.

	 	College Station Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	19.

	 	CP Hospital GP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	20.

	 	CPLP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	21.

	 	Crestwood Hospital LP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	22.

	 	Crestwood Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	23.

	 	CSMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	24.

	 	CSRA Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	25.

	 	Deaconess Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	26.

	 	Deaconess Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	27.

	 	Desert Hospital Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	28.

	 	Detar Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	29.

	 	Dukes Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	30.

	 	Gadsden Regional Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	31.

	 	Greenbrier VMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	32.

	 	GRMC Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	33.

	 	Hobbs Medco, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	34.

	 	Las Cruces Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	35.

	 	Lea Regional Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	36.

	 	Longview Merger, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	37.

	 	LRH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	38.

	 	Lutheran Health Network of Indiana, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	39.

	 	Massillon Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	40.

	 	Medical Center of Brownwood, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	41.

	 	MMC of Nevada, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	42.

	 	Navarro Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	43.

	 	Navarro Regional, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	44.

	 	NRH, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	45.

	 	Oregon Healthcorp, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	46.

	 	Palmer-Wasilla Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	47.

	 	Quorum Health Resources, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	48.

	 	Regional Hospital of Longview, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware






37









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	49.

	 	Russellville Holdings, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	50.

	 	SACMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	51.

	 	San Angelo Community Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	52.

	 	San Angelo Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	53.

	 	San Angelo Medical, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	54.

	 	Southern Texas Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	55.

	 	St. Joseph Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	56.

	 	Tennyson Holdings, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	57.

	 	Triad Holdings III, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	58.

	 	Triad Holdings IV, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	59.

	 	Triad Holdings V, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	60.

	 	Triad Hospitals, Inc.
	 	Delaware
	 	Secretary of State of the State of Delaware
	61.

	 	Triad of Alabama, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	62.

	 	Triad of Oregon, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	63.

	 	Triad-ARMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	64.

	 	Triad-Denton Hospital GP, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	65.

	 	Triad-Denton Hospital, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	66.

	 	Triad-Navarro Regional Hospital Subsidiary, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	67.

	 	VHC Medical, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	68.

	 	Vicksburg Healthcare, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	69.

	 	Victoria Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	70.

	 	Victoria of Texas, L.P.
	 	Delaware
	 	Secretary of State of the State of Delaware
	71.

	 	WHMC, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	72.

	 	Willamette Valley Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	73.

	 	Women & Children’s Hospital, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	74.

	 	Woodland Heights Medical Center, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	75.

	 	Woodward Health System, LLC
	 	Delaware
	 	Secretary of State of the State of Delaware
	76.

	 	QHG Georgia Holdings, Inc.
	 	Georgia
	 	Office of the Clerk of any Superior Court
	77.

	 	QHG Georgia, L.P.
	 	Georgia
	 	Office of the Clerk of any Superior Court
	78.

	 	Frankfort Health Partner, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	79.

	 	IOM Health System, L.P.
	 	Indiana
	 	Secretary of State of the State of Indiana
	80.

	 	QHG of Bluffton, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	81.

	 	QHG of Clinton County, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	82.

	 	QHG of Fort Wayne, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	83.

	 	QHG of Warsaw, Inc.
	 	Indiana
	 	Secretary of State of the State of Indiana
	84.

	 	QHG of Forrest County, Inc.
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	85.

	 	QHG of Hattiesburg, Inc.
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	86.

	 	River Region Medical Corporation
	 	Mississippi
	 	Secretary of State of the State of Mississippi
	87.

	 	NC-DSH, Inc.
	 	Nevada
	 	Secretary of State of the State of Nevada
	88.

	 	QHG of Barberton, Inc.
	 	Ohio
	 	Secretary of State of the State of Ohio
	89.

	 	QHG of Massillon, Inc.
	 	Ohio
	 	Secretary of State of the State of Ohio






38









 






	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Entity Name	 	Formation	 	Filing Office
	90.

	 	SouthCrest, L.L.C.
	 	Oklahoma
	 	County Clerk of Oklahoma County
	91.

	 	Triad-South Tulsa Hospital Company, Inc.
	 	Oklahoma
	 	County Clerk of Oklahoma County
	92.

	 	QHG of South Carolina, Inc.
	 	South Carolina
	 	Secretary of State of the State of South Carolina
	93.

	 	QHG of Spartanburg, Inc.
	 	South Carolina
	 	Secretary of State of the State of South Carolina






39









 





Schedule 3.19(c)



Mortgage Filing Offices




	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	DeKalb Regional Medical Center

200 Medical Center Drive

P.O. Box 680778

Fort Payne, AL 35968

	 	Fort Payne Hospital
Corporation (AL)
	 	DeKalb
	 
	 	 	 	 
	Flowers Hospital

4370 West Main Street

Dothan, AL 36305

	 	Triad of Alabama, LLC
(DE)
	 	Houston
	 
	 	 	 	 
	Gadsden Regional Medical Center

1007 Goodyear Avenue

Gadsden, AL 35903

	 	Gadsden Regional Medical
Center, LLC (DE)
	 	Etowah
	 
	 	 	 	 
	Jacksonville Medical Center

1701 Pelham Road, South

Jacksonville, AL 36265

	 	QHG of Jacksonville, Inc.
(AL)
	 	Calhoun
	 
	 	 	 	 
	Medical Center Enterprise

400 North Edwards St.

Enterprise, AL 36330

	 	QHG of Enterprise, Inc.
(AL)
	 	Coffee
	 
	 	 	 	 
	Parkway Medical Center

1874 Beltline Rd., SW

(P.O. Box 2211)

Decatur, AL 35601

	 	National Healthcare of
Decatur, Inc. (DE)
	 	Morgan
	 
	Northwest Medical Center of Benton County

3000 Medical Center Pkwy.

Bentonville, AR 72712

	 	QHG of Springdale, Inc.
(AR)
	 	Benton
	 
	 	 	 	 
	Saint Mary’s Regional Medical Center

1808 West Main Street

Russellville, AR 72801

	 	Russellville Holdings, LLC
(and St. Mary’s Real
Property, LLC)
	 	Pope
	 
	 	 	 	 
	Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076

	 	Watsonville Hospital
Corporation (DE)
	 	Santa Cruz
	 
	 	 	 	 
	Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401

	 	Galesburg Hospital
Corporation (IL)
	 	Knox
	 
	 	 	 	 
	Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040

	 	Granite City Illinois
Hospital Company, LLC
(IL)
	 	Madison
	 
	 	 	 	 
	Heartland Regional Medical Center

3333 West DeYoung

Marion, IL 62959

	 	Marion Hospital
Corporation (IL)
	 	Williamson
	 
	 	 	 	 
	Vista Medical Center (includes East and West)

1324 N. Sheridan Road

Waukegan, IL 60085

	 	Hospital Company, LLC
(IL)
	 	Lake
	 
	 	 	 	 
	Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714

	 	Bluffton Health System,
LLC (DE)
	 	Wells
	 
	 	 	 	 
	Dukes Memorial Hospital

275 W. 12th Street

Peru, IN 46970

	 	Dukes Health System, LLC
(DE)
	 	Miami
	 
	 	 	 	 
	Lutheran Hospital of Indiana

7950 West Jefferson Blvd.

Fort Wayne, IN 46804

	 	IOM Health System, L.P.
(IN Ltd. Partnership)
	 	Allen






40









 






	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	St. Joseph Hospital

700 Broadway

Fort Wayne, IN 46802

	 	St. Joseph Health System,
LLC (DE)
	 	Allen
	 
	 	 	 	 
	Women and Children’s Hospital

4200 Nelson Road

Lake Charles, LA 70605

	 	Women and Children’s
Hospital, LLC
	 	Calcasieu
	 
	 	 	 	 
	River Region Health System

2100 Highway 61 North/1111 N.

Frontage Road 

Vicksburg, MS 39183

	 	Vicksburg Healthcare, LLC
(DE)
	 	Warren
	 
	 	 	 	 
	Mineral Area Regional Medical Center

1212 Weber Road

Farmington, MO 63640

	 	Farmington Missouri
Hospital Company, LLC
(MO)
	 	Saint Francois
	 
	 	 	 	 
	Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270

	 	Moberly Hospital, Inc.
(MO)
	 	Randolph
	 
	 	 	 	 
	The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079

	 	Salem Hospital Corporation
(NJ)
	 	Salem
	 
	 	 	 	 
	Alta Vista Regional Hospital

104 Legion Drive

Las Vegas, NM 87701

	 	San Miguel Hospital
Corporation (NM)
	 	San Miguel
	 
	 	 	 	 
	Carlsbad Medical Center

2430 West Pierce 

Carlsbad, NM 88220

	 	Carlsbad Medical Center,
LLC
	 	Eddy
	 
	 	 	 	 
	Eastern New Mexico Medical Center

405 West Country Club Road

Roswell, NM 88201

	 	Roswell Hospital
Corporation (NM)
	 	Chaves
	 
	 	 	 	 
	Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240

	 	Lea Regional Hospital, LLC
	 	Lea
	 
	 	 	 	 
	MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011

	 	Las Cruces Medical Center,
LLC (DE)
	 	Dona Ana
	 
	 	 	 	 
	Claremore Regional Hospital

1202 N. Muskogee Place

Claremore, OK 74017

	 	Claremore Regional
Hospital, LLC
	 	Rogers
	 
	 	 	 	 
	Ponca City Medical Center

1900 North 14th Street

Ponca City, OK 74601

	 	Kay County Oklahoma
Hospital Company, LLC
(OK)
	 	Kay
	 
	 	 	 	 
	SouthCrest Hospital

8801 South 101st East Ave.

Tulsa, OK 74133

	 	SouthCrest, L.L.C.
	 	Tulsa
	 
	 	 	 	 
	Willamette Valley Medical Center

2700 SE Stratus Avenue

McMinnville, OR 97128

	 	Willamette Valley Medical
Center, LLC
	 	Yamhill
	 
	 	 	 	 
	Berwick Hospital Center

701 East 16th Street

Berwick, PA 18603

	 	CHS Berwick Hospital
Corporation (PA)
	 	Columbia
	 
	 	 	 	 
	Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320

	 	Coatesville Hospital
Corporation (PA)
	 	Chester






41









 






	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	Easton Hospital

250 South 21st Street

Easton, PA 18042-3892

	 	Northampton Hospital
Corporation (PA)
	 	Northampton
	 
	 	 	 	 
	Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA. 19390

	 	West Grove Hospital
Corporation (PA)
	 	Chester
	 
	 	 	 	 
	Lock Haven Hospital

24 Cree Drive

Lock Haven, PA 17745-2699

	 	Clinton Hospital
Corporation (PA)
	 	Washington
	 
	 	 	 	 
	Phoenixville Hospital

140 Nutt Road

Phoenixville, PA 19460

	 	Phoenixville Hospital
Company, LLC (DE)
	 	Chester
	 
	 	 	 	 
	Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464

	 	Pottstown Hospital
Company, LLC (DE)
	 	Montgomery
	 
	 	 	 	 
	Sunbury Community Hospital

350 N. Eleventh Street (P. O. Box 737)

Sunbury, PA 17801

	 	Sunbury Hospital
Corporation (PA)
	 	Northumberland
	 
	 	 	 	 
	Carolinas Hospital System

805 Pamplico Highway

Florence, SC 29505

	 	QHG of South Carolina,
Inc. (SC)
	 	Florence
	 
	 	 	 	 
	Springs Memorial Hospital

800 W. Meeting Street

Lancaster, SC 29720

	 	Lancaster Hospital
Corporation (DE)
	 	Lancaster
	 
	 	 	 	 
	Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024

	 	Dyersburg Hospital
Corporation (TN)
	 	Dyer
	 
	 	 	 	 
	Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814

	 	Hospital of Morristown, Inc.
(TN)
	 	Hamblen
	 
	 	 	 	 
	Regional Hospital of Jackson

367 Hospital Blvd.

Jackson, TN 38305

	 	Jackson, Tennessee Hospital
Company, LLC (TN)
	 	Madison
	 
	 	 	 	 
	SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320

	 	National Healthcare of
Cleveland, Inc. (TN)
	 	Bradley
	 
	 	 	 	 
	Volunteer Community Hospital

161 Mt. Pelia Road

Martin, TN 38237

	 	Martin Hospital Corporation
(TN)
	 	Weakley
	 
	 	 	 	 
	Abilene Regional Medical Center

6250 Hwy 83 84

Abilene, TX 79606

	 	ARMC, L.P.
	 	Taylor
	 
	 	 	 	 
	College Station Medical Center

1604 Rock Prairie

College Station, TX 77845


DeTar Hospital Navarro 

506 E. San Antonio Street

Victoria, TX 77901

	 	College Station Hospital,
L.P.




Victoria of Texas, L.P.
	 	Brazos





Victoria
	 
	 	 	 	 
	DeTar Hospital North

101 Medical Drive

Victoria, TX 77904

	 	Victoria of Texas, L.P.
	 	Victoria
	 
	 	 	 	 
	San Angelo Community Medical Center 

3501 Knickerbocker Rd.

San Angelo, TX 76904

	 	San Angelo Hospital, L.P.
	 	Tom Green






42









 






	 	 	 	 	 
	Hospital Name/Address	 	Corporate Owner	 	County
	Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720

	 	Big Spring Hospital
Corporation (TX)
	 	Howard
	 
	 	 	 	 
	South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026

	 	Jourdanton Hospital
Corporation (TX)
	 	Atascosa
	 
	 	 	 	 
	Mountain West Medical Center

2055 N. Main

Tooele, UT 84074-2794

	 	Tooele Hospital Corporation
(UT)
	 	Tooele
	 
	 	 	 	 
	Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847

	 	Emporia Hospital
Corporation (VA)
	 	Greensville
	 
	 	 	 	 
	Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851

	 	Franklin Hospital
Corporation (VA)
	 	Southampton
	 
	 	 	 	 
	Greenbrier Valley Medical Center

202 Maplewood Avenue

Ronceverte, WV 24970

	 	Greenbrier VMC, LLC (and
GRB Real Estate, LLC)
	 	Greenbrier






43









 








Schedule 3.21

Collective Bargaining Agreements




	 	 	 	 	 	 	 
	City, State	 	Union/	 	Agreement Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Watsonville, CA



Watsonville
Community
Hospital

	 	“Cal-Tec”
California
Technical
Employees
Coalition
	 	1/31/09
	 	LVN’s, Radiology Technicians, Respiratory
Care Practitioners, Physical Therapy
Assistants, Nuclear Medicine Technologists &
Cardiovascular Technologists
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“CNA”
California Nurses
Association
	 	3/31/10 (replaces
agreement exp. 3/31/06,
but has not been
reduced to writing)
	 	Registered Nurses
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“SEIU”, United
Healthcare
Workers
	 	7/31/09 (replaces
agreement exp. 7/31/06,
but has not been
reduced to writing)
	 	Service & Maintenance
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	“SEIU”, United
Healthcare
Workers
	 	7/31/08 (replaces
agreement exp. 7/31/06,
but has not been
reduced to writing)
	 	Professional
	 
	 	 	 	 	 	 
	Watsonville, CA

	 	Teamsters, Local
912
	 	4/30/07 (extended
indefinitely with right
to terminate on ten (10)
days written notice)
	 	Office and Clerical
	 
	 	 	 	 	 	 
	Easton, PA


Easton Hospital

	 	“UIU”—United
Independent
Union, Local 2
	 	6/1/10 (replaces
agreement exp. 6/1/07,
but has not been
reduced to writing)
	 	Two separate agreements — One agreement
covering Registered Nurses and a separate
agreement covering Licensed Practical Nurses
	 
	 	 	 	 	 	 
	Marion, IL


Heartland
Regional Medical
Center

	 	Southern Illinois
Laborers’ District
Council, Local
773, AFL-CIO
	 	2/28/07 (no extension
in place)
	 	Virtually all employees, excluding Nurses
	 
	 	 	 	 	 	 
	Pottstown, PA



Pottstown
Memorial Medical
Center

	 	District 1199
P S.E.I.U.
	 	8/31/08 (replaces
agreement exp. 2/28/07,
but has not been
reduced to writing)
	 	Virtually all employees, excluding Nurses
	 
	 	 	 	 	 	 
	Palmer, Alaska


Mat-Su Regional
Medical Center

	 	I.B.E.W.

Local 1547
	 	2/29/08
	 	Virtually all employees, excluding RN’s
	 
	 	 	 	 	 	 
	Barberton, Ohio


Barberton Citizens
Hospital

	 	A.F.S.C.M.E.,
Ohio Council 8
and
Local 2317
	 	1/31/10
	 	Service & Maintenance, Technical and some
“Professionals”, except for RN’s






44









 






	 	 	 	 	 	 	 
	City, State	 	Union/	 	Agreement Expiration	 	 
	Facility	 	Affiliation	 	Date	 	Type of Employees in Unit
	Springfield,
Oregon

	 	Oregon Nurses
Association
	 	12/31/08
	 	RN’s & LPN’s
	 
	 	 	 	 	 	 
	McKenzie-
Williamette
Medical Center
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Springfield,
Oregon


McKenzie-
Williamette
Medical Center

	 	S.E.I.U.

Local No. 49
	 	6/30/10 (Tentative

agreement for a new

3-year CBA was

(replacing agreement

expiring 6/30/07) was

ratified on 7/6/07)
	 	Virtually all employees, excluding
RN’s & LPN’s






45









 





ADDITIONAL FACILITIES WITH ORGANIZED LABOR PRESENCE, BUT NO CBA




	 	 	 	 	 
	City, State	 		 	 
	Facility	 	Union / Affiliation	 	Type of Employees in “Unit”
	Jackson, KY



Kentucky River
Medical Center

	 	United Steelworkers of
America, AFL-CIO
	 	Virtually All Employees, Excluding Office Clericals


(Election to be scheduled in connection with pending D. C.
Circuit Litigation to enforce 2002 NLRB Order.)
	 
	 	 	 	 
	Las Vegas, NM


Alta Vista Regional
Hospital

	 	National Union of Hospital
and Healthcare Employees,
District 1199NM
	 	Virtually All Employees, except
Physicians and Guards



(Election scheduled for June 21, 22 and 23, 2007)
	 
	 	 	 	 
	Deming, NM


Mimbres Memorial
Hospital

	 	United Steelworkers of
America, AFL-CIO
	 	NLRB bargaining order has been upheld by 10th Cir.
Negotiations being scheduled






46









 








Schedule 4.02(a)




Local Counsel




     None.



47









 





Schedule 6.01



Existing Indebtedness



1. Please refer to Schedule 1.01(a) and see attached.





48











 





Community Health Systems, Inc.

Schedule 6.01: Existing Indebtedness




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding
	 	 	Corporate Debt
	 	 	 	 	 	 	 	 	 	 
	1	 	 
	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	Northwestern Mutual Mortgage (Corporate HQ)	 	 	23,435	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3	 	 
	 	 	 	Total Corporate Debt	 	 	23,435	 
	 	 	Equipment Leases
	 	 	 	 	 	 	 	 	 	 
	4	 	Blue Ridge, GA
	 	Equipment Leases	 	 	 	 	 	 	1,783	 
	5	 	Cheraw, SC
	 	Equipment Leases	 	 	 	 	 	 	6	 
	6	 	Decatur, AL
	 	Equipment Leases	 	 	 	 	 	 	83	 
	7	 	Farmington, MO
	 	Equipment Leases	 	 	 	 	 	 	224	 
	8	 	Fulton, KY
	 	Equipment Leases	 	 	 	 	 	 	8,000	 
	9	 	Galesburg, IL
	 	Equipment Leases	 	 	 	 	 	 	13	 
	10	 	Granbury, TX
	 	Equipment Leases	 	 	 	 	 	 	667	 
	11	 	Granite City, IL 
	 	Equipment Leases	 	 	 	 	 	 	(4	)
	12	 	Las Vegas, NM
	 	Equipment Leases	 	 	 	 	 	 	49	 
	13	 	Lexington, TN
	 	Equipment Leases	 	 	 	 	 	 	27	 
	14	 	Morristown, TN
	 	Equipment Leases	 	 	 	 	 	 	109	 
	15	 	Petersburg, VA
	 	Equipment Leases	 	 	 	 	 	 	6,455	 
	16	 	Philadelphia, PA
	 	Equipment Leases	 	 	 	 	 	 	444	 
	17	 	Roswell, NM
	 	Equipment Leases	 	 	 	 	 	 	736	 
	18	 	Ruston, LA
	 	Equipment Leases	 	 	 	 	 	 	(11	)
	19	 	Salem, NJ
	 	Equipment Leases	 	 	 	 	 	 	(22	)
	20	 	Salem, NJ
	 	Equipment Leases	 	 	 	 	 	 	80	 
	21	 	Shelbyville, TN
	 	Equipment Leases	 	 	 	 	 	 	3,317	 
	22	 	Sparta, TN
	 	Equipment Leases	 	 	 	 	 	 	17	 
	23	 	Sunbury, PA
	 	Equipment Leases	 	 	 	 	 	 	473	 
	24	 	Valporaiso, IN
	 	Equipment Leases	 	 	 	 	 	 	1,296	 
	25	 	Watsonville, CA
	 	Equipment Leases	 	 	 	 	 	 	72	 
	26	 	Weatherford, TX
	 	Equipment Leases	 	 	 	 	 	 	136	 
	27	 	Witchita Falls, TX
	 	Equipment Leases	 	 	 	 	 	 	9	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	Total Equipment Leases	 	 	23,956	 






 









 






Community Health Systems, Inc.

Schedule 6.01: Existing Indebtedness (Continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding
	28	 	Berwick, PA
	 	Physician Loans	 	 	 	 	 	 	81	 
	29	 	Big Spring, TX
	 	Physician Loans	 	 	 	 	 	 	73	 
	30	 	Blue Ridge, GA
	 	Physician Loans	 	 	 	 	 	 	15	 
	31	 	Bullhead City, AZ
	 	Physician Loans	 	 	 	 	 	 	38	 
	32	 	Cheraw, SC
	 	Physician Loans	 	 	 	 	 	 	26	 
	33	 	Cleveland, TN
	 	Physician Loans	 	 	 	 	 	 	7	 
	34	 	Cleveland, TX
	 	Physician Loans	 	 	 	 	 	 	61	 
	35	 	Coatesville, PA
	 	Physician Loans	 	 	 	 	 	 	85	 
	36	 	Crestview, FL
	 	Physician Loans	 	 	 	 	 	 	59	 
	37	 	Cullman, AL
	 	Physician Loans	 	 	 	 	 	 	64	 
	38	 	Decatur, AL
	 	Physician Loans	 	 	 	 	 	 	11	 
	39	 	Dyersburg, TN
	 	Physician Loans	 	 	 	 	 	 	10	 
	40	 	Easton, PA
	 	Physician Loans	 	 	 	 	 	 	23	 
	41	 	Fallbrook, CA
	 	Physician Loans	 	 	 	 	 	 	69	 
	42	 	Foley, AL
	 	Physician Loans	 	 	 	 	 	 	72	 
	43	 	Franklin, VA
	 	Physician Loans	 	 	 	 	 	 	4	 
	44	 	Granbury, TX
	 	Physician Loans	 	 	 	 	 	 	56	 
	45	 	Hartselle, AL
	 	Physician Loans	 	 	 	 	 	 	27	 
	46	 	Helena, AR
	 	Physician Loans	 	 	 	 	 	 	27	 
	47	 	Hillsboro, TX
	 	Physician Loans	 	 	 	 	 	 	60	 
	48	 	Jourdanton, TX
	 	Physician Loans	 	 	 	 	 	 	31	 
	49	 	Kirksville, MO
	 	Physician Loans	 	 	 	 	 	 	66	 
	50	 	Lake Wales, FL
	 	Physician Loans	 	 	 	 	 	 	3	 
	51	 	Lancaster, SC
	 	Physician Loans	 	 	 	 	 	 	72	 
	52	 	Laredo, TX
	 	Physician Loans	 	 	 	 	 	 	8	 
	53	 	Las Vegas, NM
	 	Physician Loans	 	 	 	 	 	 	27	 
	54	 	Lebanon, VA
	 	Physician Loans	 	 	 	 	 	 	1	 
	55	 	Leesville, LA
	 	Physician Loans	 	 	 	 	 	 	26	 
	56	 	Louisa, KY
	 	Physician Loans	 	 	 	 	 	 	143	 
	57	 	Moberly, MO
	 	Physician Loans	 	 	 	 	 	 	23	 
	58	 	Payson, AZ
	 	Physician Loans	 	 	 	 	 	 	116	 
	59	 	Petersburg, VA
	 	Physician Loans	 	 	 	 	 	 	31	 
	60	 	Philadelphia, PA
	 	Physician Loans	 	 	 	 	 	 	0	 
	61	 	Plaquemine, LA
	 	Physician Loans	 	 	 	 	 	 	73	 
	79	 	Pottstown, PA
	 	Physician Loans	 	 	 	 	 	 	75	 
	80	 	Roswell, NM
	 	Physician Loans	 	 	 	 	 	 	54	 
	81	 	Salem, NJ
	 	Physician Loans	 	 	 	 	 	 	26	 
	82	 	Selmer, TN
	 	Physician Loans	 	 	 	 	 	 	60	 
	83	 	Tooele, UT
	 	Physician Loans	 	 	 	 	 	 	12	 
	84	 	Watsonville, CA
	 	Physician Loans	 	 	 	 	 	 	6	 
	85	 	Weatherford, TX
	 	Physician Loans	 	 	 	 	 	 	42	 
	86	 	West Grove, PA
	 	Physician Loans	 	 	 	 	 	 	15	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	Total Physician Loans	 	 	1,488	 






 









 






Community Health Systems, Inc.

Schedule 6.01: Existing Indebtedness (Continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal
	 	 	CHS Entity	 	Description of Property Leased	 	Outstanding
	 	 	Other Debt
	 	 	 	 	 	 	 	 	 	 
	87	 	Granite City, IL
	 	Other Facility Debt	 	 	 	 	 	 	(126	)
	88	 	Granite City, IL
	 	Other Facility Debt	 	 	 	 	 	 	126	 
	89	 	Granite City, IL
	 	Bank Notes	 	 	 	 	 	 	280	 
	90	 	Corporate
	 	Other Corporate Debt	 	 	 	 	 	 	8,810	 
	91	 	Lockhaven, PA
	 	Patient Funds Liability	 	 	 	 	 	 	20	 
	92	 	Salem, NJ
	 	Other Facility Debt	 	 	 	 	 	 	(45,591	)
	93	 	Salem, NJ
	 	Other Facility Debt	 	 	 	 	 	 	45,591	 
	94	 	Salem, NJ
	 	Sovereign Bank Notes	 	 	 	 	 	 	9	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	95	 	 
	 	 	 	Total Other	 	 	9,118	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	96	 	 
	 	 	 	Total Facility Debt	 	 	57,997	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Debt aggregated by major type per facility






 












 





Triad

Schedule 6.01: Existing Indebtedness




	 	 	 	 	 
	Capital Leases
	 	 	 	 
	St. Mary’s Regional Medical Center
	 	 	81,498	 
	Dukes Memorial Hospital
	 	 	1,948	 
	Dukes Memorial Hospital
	 	 	51,578	 
	Dukes Memorial Hospital
	 	 	14,303	 
	Triad Corporate Office
	 	 	170,370	 
	Massillon Hospital
	 	 	5,542	 
	Augusta Hospital, LLC
	 	 	5,907	 
	Willamette Community Medical Group
	 	 	3,758,073	 
	 
	 	 	 	 
	Subtotal
	 	 	4,089,219	 
	 
	 	 	 	 
	Other Debt
	 	 	 	 
	Gadsden Regional Medical Center
	 	 	353,489	 
	River Region Medical Center
	 	 	209,003	 
	Woodward Regional Hospital
	 	 	648,241	 
	Massillon Hospital
	 	 	4,341,705	 
	Massillon Hospital
	 	 	328,529	 
	 
	 	 	 	 
	Subtotal
	 	 	5,880,967	 
	 
	 	 	 	 
	Total Capital Leases and Other Debt
	 	 	9,970,186	 
	 
	 	 	 	 
	 
	 	 	 	 
	Patient Loan Progams
	 	 	 	 
	 
	 	 	 	 
	HELP
	 	 	14,098,676	 
	AccessOne
	 	 	4,822,644	 
	Tower
	 	 	4,173,028	 
	Barberton
	 	 	318,899	 
	CB&T
	 	 	89,779	 
	 
	 	 	 	 
	Subtotal
	 	 	23,503,016	 
	 
	 	 	 	 
	Other Guarantees
	 	 	 	 
	 
	 	 	 	 
	Medical Imaging
	 	 	 	 
	Capitalized lease
	 	 	77,277	 
	Other debt
	 	 	1,701,753	 
	Fort Wayne Cardiac Ctr, LLC Capital lease
	 	 	784,004	 
	San Angelo Surgery Center Equipment note
	 	 	346,028	 
	Term loan
	 	 	272,384	 
	Line of Credit commitment
	 	 	154,007	 
	 
	 	 	 	 
	Subtotal
	 	 	3,335,453	 




















 





Triad Liens




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 		 	 
	 	 	 	 	 	 	OF	 	FILE NO.	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	& DATE	 	COLLATERAL
	Carlsbad Medical Center, LLC


c/o Triad Hospitals Inc.,

13455 Noel Road, Ste. 2000

Dallas, TX 20815

	 	General Electric Capital Corporation


2 Wisconsin Circle, Suite 400

Chevy Chase, MD 20815
	 	Secretary of State, DE
	 	UCC-1
	 	2294460 5

11/22/2002
	 	Rents, income, receipts, revenues,
issues, profits, and prepayments that are attached to the real
property described in Exhibit A (a parcel of land related to the
Guadalupe
Medical Center Subdivision, New Mexico); accounts, contract
rights, general intangibles, chattel paper, documents, instruments, deposit accounts, letter of credit rights, commercial tort claims and all books and records, to the
extent they pertain
to the Leases or Rents of the real property; All proceeds, products, replacements, additions, substitutions, renewals and accessions of and to the Leases and Rents
	 
	 	 	 	 	 	 	 	 	 	 
	Massillon Health System, LLC


400 Austin Ave. NW

Massillon, OH 44645


Additional debtor:

Doctors Hospital of Stark
County


400 Austin Ave. NW

Massillon, OH 44645

	 	H.E.L.P. Financial Corporation


765 Wing Street 
Auburn Hills, MI 48170
	 	Massillon Health System, LLC:
Secretary of State, DE


Doctors Hospital of Stark
County: OH
	 	UCC-1
	 	3302348 1

11/18/2003
	 	Patient loans, whether installment or revolving, evidenced by a revolving credit agreement or other loan agreement, in which the debtor is the lender, and which
are assigned to the secured party.







53









 








Schedule 6.02




Existing Liens




CHS Liens




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO.	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	& DATE	 	COLLATERAL
	Jackson Hospital Corporation 

f/k/a
Kentucky River Medical Center, Inc.


155 Franklin Road

Brentwood, TN 37027

	 	National Health Investors, Inc.


100 Vinc Street

Murfreesboro, TN 37130
	 	State of Kentucky
	 	UCC-1
	 	2001-1736257-34

11/26/2001


Continuation:

07/19/2006
	 	Security interest in all accounts, equipment, building materials, ledgers, and
proceeds from the collateral including insurance proceeds, now owned or
arising from the debtor’s leasehold interest, ownership, and operation of
Kentucky River Medical Center located at Jetts Drive, Jackson,
KY.
	 
	 	 	 	 	 	 	 	 	 	 
	National Healthcare of Mt. Vernon, Inc.


155 Franklin Road, Ste.
400
 Brentwood, TN 37027-4600

	 	National Health Investors, Inc.


100 E. Vine Street

Murfreesboro, TN 37130
	 	Secretary of State,
DE
	 	UCC-1
	 	4051389 7

02/11/2004
	 	To the extent that they are attached to the Land (Schedule 1), the landlord has
security interest in all accounts, accounts receivable, chattel paper, and other
receivables; Security interest in central supplies, linen, and other
inventories;
beds, towels, televisions, and other equipments. (UCC references Crossroads
Community Hospital)
	 
	 	 	 	 	 	 	 	 	 	 
	Cleveland Regional Medical Center, L.P.


c/o Dynamic Health, Inc.

2049 Century Park East, Suite 3330

Los Angeles, CA 90067

	 	AHP of Texas


c/o American Health Properties, Inc.

6400 South Fiddler’s Green Circle,
#1800

Englewood, CO 80111
	 	Secretary of State,
DE
	 	UCC-1
	 	9403554

03/15/1994


Continuation:

01/28/1999

02/27/2004
	 	All accounts, equipment and auxiliary parts, accessories, medicines, medical
supplies, office supplies, other inventory supplies, fixtures, core receivables,
deposits, fidelity and performance bonds, books and records, and insurance
proceeds. (Refers to Security and Pledge Agreement between Cleveland
Regional Medical Center, L.P. and AIIP of Texas dated as of December 31,
1999)






 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO.	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	& DATE	 	COLLATERAL
	CHS/Community Health Systems, Inc.


115 Franklin Road, Suite 400

Brentwood, TN 37027

	 	Fleet Capital Leasing Healthcare Finance,
(a division of Fleet Business Credit, LLC)


299 Cherry Hill Road Parsippany, NJ 07054
	 	Secretary of State,
DE
	 	UCC-1
	 	3035792 4

02/10/2003
	 	Any property financed under
Master Lease No. 2598 including medical
equipment,
office furniture and equipment, computer equipment,
telecommunications equipment, video/audio equipment, and other support
systems and equipments.
	 
	 	 	 	 	 	 	 	 	 	 
	Cleveland Regional Medical
Center, L.P.


155 Franklin Road, Suite 400

Brentwood, TN 37027


Additional debtor:

Chesterfield/Marlboro, L.P.


155 Fraklin Road, Suite 400

Brentwood, TN 37027

	 	Texas HCP Holding, L.P.,
a Delaware limited partnership


3760 Kilroy Airport Way, Suite 300

Long Beach, CA 90806


Additional secured party:

HCPI Trust, a Maryland Real Estate
Investment Trust


3760 Kilroy Airport Way, Suite 300

Long Beach, CA 90806
	 	Secretary of State,
DE
	 	UCC-1
	 	5200794 7

06/29/2005
	 	All machinery, furniture and equipment, inventory, supplies, accounts
related to and other personal property used or useful in the use of
the health
care facilities located on the real property related to (i) Cleveland
Facility,
Liberty County, Texas, (ii) Cheraw Facility, Chesterfield County, South
Carolina, and (iii)
Bennettsville Facility, Marlboro County, South Carolina.






50









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO.	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	& DATE	 	COLLATERAL
	Cleveland Regional Medical Center, L.P.


155 Franklin Road, Suite 400

Brentwood, TN 37027


Additional debtor:

Chesterfield/Marlboro, L.P.


155 Fraklin Road, Suite 400

Brentwood, TN 37027

	 	Texas HCP Holding, L.P.,
a Delaware limited partnership


3760 Kilroy Airport Way, Suite 300

Long Beach, CA 90806


Additional secured party:

HCPI Trust, a Maryland Real Estate
Investment Trust


3760 Kilroy Airport Way, Suite 300

Long Beach, CA 90806
	 	Secretary of State,
DE
	 	UCC-1
	 	5200787 1

06/29/2005
	 	All improvements, related rights and fixtures, and personal property,
tangible
or intangible and any additions to, substitutions for, changes in, or
replacements of the whole or any part thereof, including all buildings,
structures, Fixtures and other improvements related to (i) Cleveland
Facility,
Liberty County, Texas, (ii) Cheraw Facility, Chesterfield County, South
Carolina, and (iii) Bennettsville Facility, Marlboro County,
South Carolina.
	 
	 	 	 	 	 	 	 	 	 	 
	Granbury Hospital Corporation


155 Franklin Road 

Brentwood, TN 37027

	 	Fleet Capital Leasing Healthcare Finance,
(a division of Fleet Business Credit, LLC)


299 Cherry Hill Road 

Parsippany, NJ 07054
	 	Texas
	 	UCC-1
	 	02-0011105858

11/30/2001


Continuation:

10/03/2006
	 	Any property financed under
Master Lease No. 2278 including medical
equipment, office furniture and equipment, computer equipment,
telecommunications equipment, video/audio equipment, and other support
systems and equipments.






51









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TYPE	 	 	 	 
	 	 	 	 	 	 	OF	 	FILE NO.	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	UCC	 	& DATE	 	COLLATERAL
	Boyer Evanston Medical
Office Building, L.C.




90 South 400 West, Suite 200


Salt Lake City, UT 84101




Additional
debtor:


Evanston Hospital
Corporation 




196 Arrowhead Drive


Evanston, WY 82930

	 	Prudential Mortgage 


Capital Company, LLC



Four Embarcadero
Center, 


27th Floor


San Francisco, CA
94111 



Fully
Assigned to
(09/26/2005):

Prudential Mortgage 


Capital Funding, LLC




100 Mulberry
Street, GC4,

9th Floor

Newark, NJ 07102
	 	UT
	 	UCC-1
	 	2005-

26506023

09/15/2005
	 	All improvements, related
rights and fixtures, and personal property, tangible or intangible and
any additions to, substitutions for, changes in, or
replacements of the whole or
any part thereof,
including all buildings,
structures, Fixtures and
other improvements related to
the Evanston
Medical Office Building
Addition (References
PMCC Loan No. TTMLS 406105518).






52









 





Schedule 6.04(h)




Certain Permitted Acquisitions





	1.	 	Spokane, Washington (Empire Health Services)




 









 











Schedule 6.05(b)




Certain Syndication Transactions



The following are new offerings unless otherwise indicated:





	1.	 	Wesley Health System, LLC (Hattiesburg, MS)
	 
	2.	 	Piney Woods Healthcase System, L.P. (Lufkin, TX) (second offering)
	 
	3.	 	McKenzie-Willamette Regional Medical Center Associates, LLC (Springfield, OR) (supplemental
offering)
	 
	4.	 	NOV Holdings, LLC (Tuscon, AZ — 2 hospitals)
	 
	5.	 	Kay County Oklahoma Hospital Company, LLC (Ponca City, OK)
	 
	6.	 	Petersburg Hospital Company, LLC (Petersburg, VA)
	 
	7.	 	Laredo-Texas Hospital Company, LLC (Laredo, TX) (second offering)
	 
	8.	 	Northwest Indiana Health System, LLC (Valparaiso, IN)
	 
	9.	 	National Healthcare of Mt. Vernon, Inc. (Crossroads Community)
	 
	10.	 	Coatesville, PA
	 
	11.	 	Westgrove, PA
	 
	12.	 	Easton, PA
	 
	13.	 	Salem, NJ
	 
	14.	 	Abilene, TX
	 
	15.	 	Las Cruces, NM
	 
	16.	 	Victoria, TX
	 
	17.	 	Ft. Wayne, IN (Lutheran)





55









 





Schedule 6.07




Certain Affiliate Transactions




None.




56









 





EXHIBIT A




FORM OF




CHS/COMMUNITY HEALTH SYSTEMS, INC.




ADMINISTRATIVE QUESTIONNAIRE



Please accurately complete the following information and return via Fax to the attention of Agency
Administration at Credit Suisse as soon as possible, at Fax No. (212) 325-8304.



 





LENDER LEGAL NAME TO APPEAR IN DOCUMENTATION:




GENERAL INFORMATION — DOMESTIC LENDING OFFICE:



Institution Name:




 





	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 





GENERAL INFORMATION — EURODOLLAR LENDING OFFICE:




	 	 	 
	Institution Name:
	 	 
	 

	 	 





	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 





POST-CLOSING, ONGOING CREDIT CONTACTS/NOTIFICATION METHODS:




CREDIT CONTACTS:




	 	 	 
	Primary Contact:
	 	 
	 

	 	 





	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 





	 	 	 
	Phone Number:
	 	 
	 

	 	 





	 	 	 
	Fax Number:
	 	 
	 

	 	 





	 	 	 
	Backup Contact:
	 	 
	 

	 	 





	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 





	 	 	 
	Phone Number:
	 	 
	 

	 	 





 









 




2


	 	 	 
	Fax Number:
	 	 
	 

	 	 





TAX WITHHOLDING:



Nonresident Alien       Y*      N



 





* Form 4224 Enclosed



Tax ID Number                     




POST-CLOSING, ONGOING ADMIN. CONTACTS / NOTIFICATION METHODS:



ADMINISTRATIVE CONTACTS — BORROWINGS, PAYDOWNS, FEES, ETC.





	 	 	 
	Contact:
	 	 
	 

	 	 





	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 





	 	 	 
	Phone Number:
	 	 
	 

	 	 





	 	 	 
	Fax Number:
	 	 
	 

	 	 





PAYMENT INSTRUCTIONS:




	 	 	 
	Name of Bank to which funds are to be transferred:
	 	 
	 

	 	 





 





	 	 	 
	Routing Transit/ABA number of Bank to which funds are to be transferred:
	 	 
	 

	 	 





	 	 	 
	Name of Account, if applicable:
	 	 
	 

	 	 





	 	 	 
	Account Number:
	 	 
	 

	 	 





	 	 	 
	Additional information:
	 	 
	 

	 	 





 





MAILINGS:



Please specify the person to whom the Borrower should send financial and compliance information
received subsequent to the closing (if different from primary credit contact):




	 	 	 
	Name:
	 	 
	 

	 	 





 









 




3


	 	 	 
	Street Address:
	 	 
	 

	 	 





	 	 	 
	City, State, Zip Code:
	 	 
	 

	 	 




It is very
important that all the above information be accurately completed and that this
questionnaire be returned to the person specified in the introductory paragraph of this
questionnaire as soon as possible. If there is someone other than yourself who should receive this
questionnaire, please notify us of that person’s name and Fax number and we will Fax a copy of the
questionnaire. If you have any questions about this form, please call Agency Administration at
Credit Suisse.





 









 








EXHIBIT B




FORM OF




ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Credit Agreement dated as of July [•], 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
CHS/Community Health Systems, Inc., a Delaware corporation (the “Borrower”), Community Health
Systems, Inc., a Delaware corporation, the Lenders (as defined in Article I of the Credit
Agreement), and Credit Suisse, as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent for the Lenders. Terms defined in the Credit Agreement are used
herein with the same meanings.



     1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective
Date set forth below (but not prior to the registration of the information contained herein in the
Register pursuant to Section 9.04(d) of the Credit Agreement), the interests set forth below (the
“Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the
other Loan Documents, including, without limitation, the amounts and percentages set forth below of
(i) the Commitments of the Assignor on the Effective Date and (ii) the Loans owing to the Assignor
which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes
and agrees to be bound by all the representations, warranties and agreements set forth in Section
9.04(c) of the Credit Agreement, a copy of which has been received by each such party. From and
after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the
Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit Agreement.



     2. This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is organized under the laws of a jurisdiction outside the United States, any
forms referred to in Section 2.20(e) of the Credit Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, a completed
Administrative Questionnaire and (iii) unless waived or reduced in the sole discretion of the
Administrative Agent, a processing and recordation fee of $3,500.1



     3. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.



Date of Assignment:




Legal Name of Assignor (“Assignor”):




Legal Name of Assignee (“Assignee”):




Assignee’s Address for Notices:






 




			
	1	 	Only one such fee shall be payable in the case of concurrent assignments to
persons that, after giving effect to such assignments, will be Related Funds.






 









 




2




Effective Date of Assignment (“Effective Date”):




	 	 	 	 	 	 	 	 
	 	 	 	 	 	Percentage Assigned (set forth, to at	 
	 	 	 	 	 	least 8 decimals, as a percentage of the	 
	 	 	 	 	 	aggregate Loans and Commitments of	 
	Loans/Commitments	 	Principal Amount Assigned	 	all Lenders)	 
	 
	 	$	 	 	 	%	 
	 
	 	$	 	 	 	%	 






[Remainder of Page Intentionally Left Blank]




 









 




3

Accepted




CREDIT SUISSE, as Administrative Agent[,

Swingline Lender and Issuing Bank],2




	 	 	 	 	 
	 	by:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[CHS/COMMUNITY HEALTH SYTEMS, INC.],




	 	 	 	 	 
	 	by:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	]3 	 
	 



[COMMUNITY HEALTH SYSTEMS, INC.],




	 	 	 	 	 
	 	by:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	]4 	 
	 





 




			
	2	 	Consent of Swingline Lender and Issuing Bank only required in the case of an assignment of a
Revolving Credit Commitment.
	 
	3	 	Consent of the Borrower is only required in the case of an assignment of a Revolving Credit
Commitment; provided, that the consent of the Borrowers shall not be required for any
assignment (a)
made to another Lender, an Affiliate of a Lender or a Related Fund of a Lender or (b) after
the occurrence
and during the continuance of any Event of Default.






 









 





4

The terms set forth above are

hereby agreed to:




                    , as Assignor,




	 	 	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



                    , as Assignee,




	 	 	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT C




FORM OF




BORROWING REQUEST




Credit Suisse, as Administrative Agent for

     the Lenders referred to below,

Eleven Madison Avenue

New York, New York 10010

Attention: Agency Group




[DATE]1 




Ladies and Gentlemen:




     The undersigned, CHS/Community Health Systems, Inc., a Delaware corporation, (the
“Borrower”), refers to the Credit Agreement dated as of July [•] 2007 (as amended, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Community
Health Systems, Inc., a Delaware corporation, the lenders from time to time party thereto (the
“Lenders”) and Credit Suisse, as administrative agent (in such capacity, the “Administrative
Agent”) and collateral agent for the Lenders. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement. The
Borrower hereby gives the Administrative Agent notice pursuant to Section 2.03 of the Credit
Agreement that it requests a Borrowing under the Credit Agreement, and in connection therewith
sets forth below the terms on which such Borrowing is requested to be made:



	 	 	 	 	 
	(A)      Type of Borrowing2

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(B)      Date of Borrowing3
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(C)      Account Number and Location
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(D)      Principal Amount of Borrowing
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(E)      Interest Period4
	 	 	 	 
	 

	 	 	 	 







 




			
	1	 	The Administrative Agent must be notified irrevocably by telephone (a) in the
case of a Eurodollar Borrowing, not later than 12:00 (noon) (New York City time), three Business
Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00
(noon) (New York City time), one Business Day before a proposed Borrowing, in each case to be
confirmed promptly by hand delivery or fax of a Borrowing Request to the Administrative Agent.
	 
	2	 	Specify whether such Borrowing is to be a Term Borrowing or a Revolving Credit
Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing.
	 
	3	 	Date of Borrowing must be a Business Day.
	 
	4	 	If such Borrowing is to be a Eurodollar Borrowing, the Interest Period with
respect thereto.





 









 





2

     The
Borrower shall indemnify each Lender against any loss or expense that such Lender may
sustain or incur as a consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of
the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan,
or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other
than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be
made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or
continuation of such Loan) not being made after notice of such Loan shall have been given by the
Borrower hereunder (any of the events referred to in this paragraph
being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of any Eurodollar Loan
required to be made hereunder. In the case of any Breakage Event,
such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds
for the Eurodollar Loan that is the subject of such Breakage Event
for the period from the date of
such Breakage Event to the last day of the Interest Period in effect (or that would have been in
effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in
redeploying the funds released or not utilized by reason of such Breakage Event for such period. A
certificate of any Lender setting forth any amount or amounts which such Lender is entitled to
receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive
absent manifest error.



     The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,
on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to
lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement have been
satisfied.



CHS/COMMUNITY HEALTH SYSTEMS, INC.,




	 	 	 	 	 
	 	by  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit D:

Form Of Guarantee and Collateral Agreement




See Tab 4





 











 





EXHIBIT E




      




MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT

AND FINANCING STATEMENT




From




[NAME OF MORTGAGOR]




To 


CREDIT SUISSE




 

 

Dated:                     , 2007

Premises: [City], [State]  

                                 County




 

 



      




1









 





EXHIBIT E





     THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of                                         , 2007 (this “Mortgage”),
by [     ], a [     ] corporation, having
an office at [     ] (the “Mortgagor”), to CREDIT SUISSE, a bank organized under
the laws of Switzerland, having an office at Eleven Madison Avenue, New York, New
York 10010 (the “Mortgagee”) as Collateral Agent for the Secured Parties (as such
terms are defined below).



WITNESSETH THAT:




     Reference is made to (i) the Credit Agreement dated as of                     , 2007 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
CHS/Community Health Systems, Inc., a Delaware corporation (the “Borrower”) Community Health
Systems, Inc., a Delaware corporation (the “Parent”), the lenders from time to time party thereto
(the “Lenders”) and Credit Suisse as administrative agent (the “Administrative Agent”) for the
Lenders, collateral agent (the “Collateral Agent”) for the Secured Parties, swingline lender (the
“Swingline Lender”) and issuing bank (the “Issuing Bank”) with respect to any letters of credit
(the “Letters of Credit”) issued pursuant to the terms of the Credit Agreement and (ii) the
Guarantee and Collateral Agreement dated as of even date hereof (as amended, supplemented or
otherwise modified from time to time, the “Guarantee and Collateral Agreement”) among Parent, the
Borrower, the Subsidiaries identified therein and Collateral Agent. Capitalized terms used but not
defined herein have the meanings given to them in the Credit Agreement and the Guarantee and
Collateral Agreement.



     In the Credit Agreement, (i) the Lenders have agreed to make term loans (the “Term Loans”) and
revolving loans (the “Revolving Loans”) to the Borrower, (ii) the Swingline Lender has agreed to
make swingline loans (the “Swingline Loans”, together with Term Loans and Revolving Loans, the
“Loans”) to the Borrower and (iii) the Issuing Bank has issued or agreed to issue from time to time
Letters of Credit for the account of the Borrower, in each case pursuant to, upon the terms, and
subject to the conditions specified in, the Credit Agreement. Amounts paid in respect of Term Loans
may not be reborrowed. Subject to the terms of the Credit Agreement, Borrower may borrow, prepay
and reborrow Revolving Loans.



     Mortgagor is a wholly-owned direct or indirect Subsidiary of the Borrower and will derive
substantial benefit from the making of the Loans by the Lenders and the issuance of
the Letters of Credit by the Issuing Bank. In order to induce the Lenders to make Loans and
the Issuing Bank to issue Letters of Credit, the Mortgagor has agreed to guarantee, among other
things, the due and punctual payment and performance of all of the obligations of the Borrower
under the Credit Agreement pursuant to the terms of the Guarantee and Collateral Agreement.



     The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit are conditioned upon, among other things, the execution and delivery by the Mortgagor of
this Mortgage in the form hereof to secure the Obligations.



2









 





     As used in this Mortgage, the term “Secured Parties” shall mean (a) the Lenders, (b) the
Administrative Agent, (c) the Collateral Agent, (d) any Issuing Bank, (e) each counterparty to any
Hedging Agreement with a Loan Party that either (i) is in effect on the Closing Date if such
counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a
Lender as of the Closing Date or (ii) is entered into after the Closing Date if such counterparty
is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender at
the time such Hedging Agreement is entered into, (f) each counterparty to any arrangement with
Parent, the Borrower or any Subsidiary Guarantor in respect of Cash Management Obligations in
effect on the Closing Date or entered into after the Closing Date, (g) the beneficiaries of each
indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the
successors and assigns of each of the foregoing.



     Pursuant to the requirements of the Credit Agreement, the Mortgagor is granting this Mortgage
to create a lien on and a security interest in the Mortgaged Property (as hereinafter defined) to
secure the performance and payment by the Mortgagor of the Obligations. The Credit Agreement also
requires the granting by other Loan Parties of mortgages, deeds of trust and/or deeds to secure
debt (the “Other Mortgages”) that create liens on and security interests in certain real and
personal property other than the Mortgaged Property to secure the performance of the Obligations.



Granting Clauses




     NOW, THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and punctual
payment and performance of the Obligations for the benefit of the Secured Parties, Mortgagor hereby
grants, conveys, mortgages, assigns and pledges to the Mortgagee, a mortgage lien on and a security
interest in, all the following described property (the “Mortgaged Property”) whether now owned or
held or hereafter acquired:




     (1) the land more particularly described on Exhibit A hereto (the “Land”), together
with all rights appurtenant thereto, including the easements over certain other adjoining
land granted by any easement agreements, covenant or restrictive agreements and all air
rights, mineral rights, water rights, oil and gas rights and development rights, if any,
relating thereto, and also together with all of the other easements, rights, privileges,
interests, hereditaments and appurtenances thereunto belonging or in any way appertaining
and all of the estate, right, title, interest, claim or demand whatsoever of Mortgagor
therein and in the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired (the “Premises”);




     (2) all buildings, improvements, structures, paving, parking areas, walkways and
landscaping now or hereafter erected or located upon the Land, and all fixtures of every
kind and type affixed to the Premises or attached to or forming part of any structures,
buildings or improvements and replacements thereof now or hereafter
erected or located upon the Land (the “Improvements”);



3









 






     (3) all apparatus, movable appliances, building materials, equipment, fittings, furnishings,
furniture, machinery and other articles of tangible personal property of every kind and nature, and
replacements thereof, now or at any time hereafter placed upon or used in any way in connection
with the use, enjoyment, occupancy or operation of the Improvements or the Premises, including all
of Mortgagor’s books and records relating thereto and including all pumps, tanks, goods, machinery,
tools, equipment, lifts (including fire sprinklers and alarm systems, fire prevention or control
systems, cleaning rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring,
water, loading, unloading, lighting, power, sanitation, waste removal, entertainment,
communications, computers, recreational, window or structural, maintenance, truck or car repair and
all other equipment of every kind), restaurant, bar and all other indoor or outdoor furniture
(including tables, chairs, booths, serving stands, planters, desks, sofas, racks, shelves, lockers
and cabinets), bar equipment, glasses, cutlery, uniforms, linens, memorabilia and other decorative
items, furnishings, appliances, supplies, inventory, rugs, carpets and other floor coverings,
draperies, drapery rods and brackets, awnings, venetian blinds, partitions, chandeliers and other
lighting fixtures, freezers, refrigerators, walk-in coolers, signs (indoor and outdoor), computer
systems, cash registers and inventory control systems, and all other apparatus, equipment,
furniture, furnishings, and articles used in connection with the use or operation of the
Improvements or the Premises, it being understood that the enumeration of any specific articles of
property shall in no way result in or be held to exclude any items of property not specifically
mentioned (the property referred to in this subparagraph (3), the “Personal Property”);




     (4) all general intangibles owned by Mortgagor and relating to design, development, operation,
management and use of the Premises or the Improvements, all certificates of occupancy, zoning
variances, building, use or other permits, approvals, authorizations and consents obtained from and
all materials prepared for filing or filed with any governmental agency in connection with the
development, use, operation or management of the Premises and Improvements, all construction,
service, engineering, consulting, leasing, architectural and other similar contracts concerning the
design, construction, management, operation, occupancy and/or use of the Premises and Improvements,
all architectural drawings, plans, specifications, soil tests, feasibility studies, appraisals,
environmental studies, engineering reports and similar materials relating to any portion of or all
of the Premises and Improvements, and all payment and performance bonds or warranties or guarantees
relating to the Premises or the Improvements, all to the extent assignable (the “Permits, Plans and
Warranties”);




     (5) all now or hereafter existing leases or licenses (under which Mortgagor is landlord or
licensor) and subleases (under which Mortgagor is sublandlord), concession, management, mineral or
other agreements of a similar kind that permit the use or occupancy of the Premises or the
Improvements for any purpose in return for any payment, or the extraction or taking of any gas,
oil, water or other minerals from the Premises in return for payment of any fee, rent or royalty
(collectively, “Leases”), and all agreements or contracts for the sale or other disposition of all
or any part of the Premises or the Improvements, now or hereafter entered into by



4









 







Mortgagor, together with all charges, fees, income, issues, profits, receipts, rents,
revenues or royalties payable thereunder (“Rents”);




     (6) all real estate tax refunds and all proceeds of the conversion, voluntary or
involuntary, of any of the Mortgaged Property into cash or liquidated claims (“Proceeds”),
including Proceeds of insurance maintained by the Mortgagor and condemnation awards, any
awards that may become due by reason of the taking by eminent domain or any transfer in
lieu thereof of the whole or any part of the Premises or Improvements or any rights
appurtenant thereto, and any awards for change of grade of streets, together with any and
all moneys now or hereafter on deposit for the payment of real estate taxes, assessments or
common area charges levied against the Mortgaged Property, unearned premiums on policies of
fire and other insurance maintained by the Mortgagor covering any interest in the Mortgaged
Property or required by the Credit Agreement; and




     (7) all extensions, improvements, betterments, renewals, substitutes and replacements
of and all additions and appurtenances to, the Land, the Premises, the Improvements, the
Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired
by or released to the Mortgagor or constructed, assembled or placed by the Mortgagor on the
Land, the Premises or the Improvements, and all conversions of the security constituted
thereby, immediately upon such acquisition, release, construction, assembling, placement or
conversion, as the case may be, and in each such case, without any further mortgage, deed
of trust, conveyance, assignment or other act by the Mortgagor, all of which shall become
subject to the lien of this Mortgage as fully and completely, and with the same effect, as
though now owned by the Mortgagor and specifically described herein.



     TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, for
the ratable benefit of the Secured Parties, forever, subject only to the Liens set forth in Section
6.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in
Sections 6.02(h), (i) and (1) of the Credit Agreement and to satisfaction and release as provided
in Section 3.04.



ARTICLE I



Representations, Warranties and Covenants of Mortgagor




     Mortgagor
agrees, covenants, represents and/or warrants as follows:



     SECTION 1.01. Title, Mortgage Lien. (a) Mortgagor has good and marketable fee simple
title to the Mortgaged Property, subject only to the Liens set forth in Section 6.02 of the Credit
Agreement, including, for the avoidance of uncertainty, those Liens set forth in Sections 6.02(h),
(i) and (1) of the Credit Agreement.



     (b) The execution and delivery of this Mortgage is within Mortgagor’s corporate powers and has
been duly authorized by all necessary corporate and, if required, stockholder



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action. This Mortgage has been duly executed and delivered by Mortgagor and constitutes a legal,
valid and binding obligation of Mortgagor, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



     (c) The execution, delivery and recordation of this Mortgage (i) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and except filings
necessary to perfect the lien of this Mortgage, (ii) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of Mortgagor or any order of
any Governmental Authority, (iii) will not violate or result in a default under any indenture,
agreement or other instrument binding upon Mortgagor or its assets, or give rise to a right
thereunder to require any payment to be made by Mortgagor, and (iv) will not result in the creation
or imposition of any Lien on any asset of Mortgagor, except the lien of this Mortgage.



     (d) This Mortgage and the Uniform Commercial Code Financing Statements described in Section
1.09 of this Mortgage, when duly recorded in the public records identified in the Perfection
Certificate will create a valid, perfected and enforceable lien upon and security interest in all
of the Mortgaged Property.



     (e) Mortgagor will forever warrant and defend its title to the Mortgaged Property, the rights
of Mortgagee therein under this Mortgage and the validity and priority of the lien of this Mortgage
thereon against the claims of all persons and parties except those having rights under the Liens
set forth in Section 6.02 of the Credit Agreement to the extent of those rights.



     SECTION 1.02. Credit Agreement. This Mortgage is given pursuant to the Credit
Agreement. Mortgagor expressly covenants and agrees to pay when due, and to timely perform, and to
cause the other Loan Parties to pay when due, and to timely perform, the Obligations in accordance
with their terms.



     SECTION 1.03. Payment of Taxes, and Other Obligations. (a) Mortgagor will pay and
discharge from time to time prior to the time when the same shall become delinquent, and before any
interest or penalty accrues thereon or attaches thereto, all Taxes and other obligations with
respect to the Mortgaged Property or any part thereof or upon the Rents from the Mortgaged Property
or arising in respect of the occupancy, use or possession thereof in accordance with, and to the
extent required by, the Credit Agreement.



     (b) In the event of the passage of any state, Federal, municipal or other governmental law,
order, rule or regulation subsequent to the date hereof (i) deducting from the value of real
property for the purpose of taxation any lien or encumbrance thereon or in any manner
changing or modifying the laws now in force governing the taxation of this Mortgage or debts
secured by mortgages or deeds of trust (other than laws governing income, franchise and similar
taxes generally) or the manner of collecting taxes thereon and (ii) imposing a tax to be paid by
Mortgagee, either directly or indirectly, on this Mortgage or any of the Loan Documents, or
requiring an amount of taxes to be withheld or deducted therefrom,



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Mortgagor will promptly (i) notify Mortgagee of such event, (ii) enter into such further
instruments as Mortgagee may determine are reasonably necessary or desirable to obligate Mortgagor
to make any additional payments necessary to put the Lenders and Secured Parties in the same
financial position they would have been if such law, order, rule or regulation had not been passed
and (iii) make such additional payments to Mortgagee for the benefit of the Lenders and Secured
Parties.



     SECTION 1.04. Maintenance of Mortgaged Property. Mortgagor will maintain the
Improvements and the Personal Property in the manner required by the Credit Agreement.



     SECTION 1.05. Insurance. Mortgagor will keep or cause to be kept the Improvements and
Personal Property insured against such risks, and in the manner, described in Section 4.03(1) of
the Guarantee and Collateral Agreement and shall purchase such additional insurance as may be
required from time to time pursuant to Section 5.02 of the Credit Agreement. Federal Emergency
Management Agency Standard Flood Hazard Determination Forms will be purchased by Mortgagor for each
Mortgaged Property on which Improvements are located. If any portion of Improvements constituting
part of the Mortgaged Property is located in an area identified as a special flood hazard area by
Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood
insurance in an amount reasonably satisfactory to Mortgagee, but in no event less than the maximum
limit of coverage available under the National Flood Insurance Act of 1968, as amended.



     SECTION 1.06. Casualty Condemnation/Eminent Domain. Mortgagor shall give Mortgagee
prompt written notice of any casualty or other damage to the Mortgaged Property or any proceeding
for the taking of the Mortgaged Property or any portion thereof or interest therein under power of
eminent domain or by condemnation or any similar proceeding in accordance with, and to the extent
required by, the Credit Agreement. Any Net Cash Proceeds received by or on behalf of the Mortgagor
in respect of any such casualty, damage or taking shall constitute trust funds held by the
Mortgagor for the benefit of the Secured Parties to be applied to repair, restore or replace the
Mortgaged Property or, if a prepayment event shall occur with respect to any such Net Cash
Proceeds, to be applied in accordance with the Credit Agreement.



     SECTION 1.07. Assignment of Leases and Rents. (a) Mortgagor hereby irrevocably and
absolutely grants, transfers and assigns all of its right title and interest in all Leases,
together with any and all extensions and renewals thereof for purposes of securing and discharging
the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any
assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable
thereunder to anyone other than Mortgagee.



     (b) Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, all Leases
shall be subordinate to the lien of this Mortgage. Except for those Leases set forth in Section
6.02(l) of the Credit Agreement, Mortgagor will not enter into, modify or amend any
Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien
of this Mortgage.



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     (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of
Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease
heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment
establish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all
Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section
1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of
any of the Mortgaged Property personally or by receiver as provided herein) operate the Mortgaged
Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or
parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine,
and may collect and have the benefit of all of said Rents arising from or accruing at any time
thereafter or that may thereafter become due under any Lease.



     (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will
not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the
Rents accruing under any Lease; but after the happening and during the continuance of any Event of
Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises
and Improvements through its officers, agents, employees or attorneys for such purpose and for the
operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant,
if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to
rely upon any notice of an Event of Default sent by Mortgagee to any such tenant or any of such
tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or
right to inquire as to whether an Event of Default actually exists and even if some notice to the
contrary is received from the Mortgagor, who shall have no right or claim against any such tenant
or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such
tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of
Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after
such tenant or any of their successors in interest shall have received written notice from
Mortgagee (such notice to promptly be sent by Mortgagee once an Event of Default is no longer
occurring) that the Event of Default is no longer continuing, unless and until a further notice of
an Event of Default is given by Mortgagee to such tenant or any of its successors in interest.



     (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take
actual possession of the Mortgaged Property. In addition, Mortgagee shall not be responsible or
liable for performing any of the obligations of the landlord under any Lease, for any waste by any
tenant, or others, for any dangerous or defective conditions of any of the Mortgaged Property, for
negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any
other act or omission by any other person.



     (f) Mortgagor shall furnish to Mortgagee, within 30 days after a request by Mortgagee to do
so, a written statement containing the names of all tenants, subtenants and concessionaires of the
Premises or Improvements, the terms of any Lease, the space occupied and the rentals and/or other
amounts payable thereunder.



8









 





     SECTION 1.08. Restrictions on Transfers and Encumbrances. Mortgagor shall not directly
or indirectly sell, convey, divest, alienate, assign, lease, sublease, license, mortgage, pledge,
encumber or otherwise transfer, create, consent to or suffer the creation of any lien, charge or
other form of encumbrance upon any interest in or any part of the Mortgaged Property (other than
resulting from a condemnation), or engage in any common, cooperative, joint, time-sharing or other
congregate ownership of all or part thereof, except in each case in accordance with and to the
extent permitted by the Credit Agreement; provided, that Mortgagor may, in the ordinary
course of business and in accordance with reasonable commercial standards, enter into easement or
covenant agreements that relate to and/or benefit the operation of the Mortgaged Property and that
do not materially and adversely affect the value, use or operation of the Mortgaged Property. If
any of the foregoing transfers or encumbrances results in an event requiring prepayment of the
Loans in accordance with the terms of the Credit Agreement, any Net Cash Proceeds received by or on
behalf of the Mortgagor in respect thereof shall constitute trust funds to be held by the Mortgagor
for the benefit of the Secured Parties and applied in accordance with the Credit Agreement.



     SECTION 1.09. Security Agreement. This Mortgage is both a mortgage of real property
and a grant of a security interest in personal property, and shall constitute and serve as a
“Security Agreement” within the meaning of the uniform commercial code as adopted in the state
wherein the Premises are located (“UCC”). Mortgagor has hereby granted unto Mortgagee a security
interest in and to all the Mortgaged Property described in this Mortgage that is not real property,
and simultaneously with the recording of this Mortgage, Mortgagor has filed or will file UCC
financing statements, and will file continuation statements prior to the lapse thereof, at the
appropriate offices in the jurisdiction of formation of the Mortgagor to perfect the security
interest granted by this Mortgage in all the Mortgaged Property that is not real property.
Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for
Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and
to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform
each and every act and thing reasonably requisite and necessary to be done to perfect the security
interest contemplated by the preceding sentence. Mortgagee shall have all rights with respect to
the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC
in addition to, but not in limitation of, the other rights afforded Mortgagee hereunder and under
the Guarantee and Collateral Agreement.



     SECTION 1.10. Filing and Recording. Mortgagor will cause this Mortgage, the UCC
financing statements referred to in Section 1.09, any other security instrument creating a security
interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation
statement and instrument of further assurance to be filed, registered or recorded and, if
necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to perfect the lien
hereof upon, and the security interest of Mortgagee in, the Mortgaged Property until this Mortgage
is terminated and released in full in accordance with Section 3.04 hereof. Mortgagor will pay all
filing, registration and recording fees, all Federal, state, county and municipal recording,
documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all
reasonable expenses incidental to or arising out of or in connection with the execution, delivery
and recording of this Mortgage, UCC



9









 




continuation statements any mortgage supplemental hereto, any security instrument with
respect to the Personal Property, Permits, Plans and Warranties and Proceeds or any
instrument of further assurance.




     SECTION 1.11. Further Assurances. Upon reasonable demand by Mortgagee, Mortgagor will,
at the cost of Mortgagor and without expense to Mortgagee, do, execute, acknowledge and deliver all
such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and
assurances as Mortgagee shall from time to time reasonably require for the better assuring,
conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby
conveyed or assigned or intended now or hereafter so to be, or which Mortgagor may be or may
hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or
facilitating the performance of the terms of this Mortgage, or for filing, registering or recording
this Mortgage, and on demand, Mortgagor will also execute and deliver and hereby appoints Mortgagee
as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead,
in any and all capacities, to execute and file to the extent it may lawfully do so, one or more
financing statements, chattel mortgages or comparable security instruments reasonably requested by
Mortgagee to evidence more effectively the lien hereof upon the Personal Property and to perform
each and every act and thing requisite and necessary to be done to accomplish the same.



     SECTION 1.12. Additions to Mortgaged Property. All right, title and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals, substitutions and
replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired
by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Premises or
the Improvements, and all conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the case may be, and in
each such case without any further mortgage, conveyance, assignment or other act by Mortgagor,
shall become subject to the lien and security interest of this Mortgage as fully and completely and
with the same effect as though now owned by Mortgagor and specifically described in the grant of
the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to
Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as
Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same
to the lien and security interest of this Mortgage.



     SECTION 1.13. No Claims Against Mortgagee. Nothing contained in this Mortgage shall
constitute any consent or request by Mortgagee, express or implied, for the performance of any
labor or services or the furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof, nor as giving Mortgagor any right, power or authority to contract for
or permit the performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against Mortgagee in respect
thereof.



     SECTION 1.14. Fixture Filing. (a) Certain portions of the Mortgaged Property are
or will become “fixtures” (as that term is defined in the UCC) on the Land, and this Mortgage,
upon being filed for record in the real estate records of the county wherein such




10









 







fixtures are situated, shall operate also as a financing statement filed as a fixture filing in
accordance with the applicable provisions of said UCC upon such portions of the Mortgaged Property
that are or become fixtures.




     (b) The real property to which the fixtures relate is described in Exhibit A attached hereto.
The record owner of the real property described in Exhibit A attached hereto is Mortgagor. The
name, type of organization and jurisdiction of organization of the debtor for purposes of this
financing statement are the name, type of organization and jurisdiction of organization of the
Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for
purposes of this financing statement is the name of the Mortgagee set forth in the first paragraph
of this Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set
forth in the first paragraph of this Mortgage. The mailing address of the Mortgagee/secured party
from which information concerning the security interest hereunder may be obtained is the address of
the Mortgagee set forth in the first paragraph of this Mortgage. Mortgagor’s organizational
identification number is [                                         ].



ARTICLE II




Defaults and Remedies




     SECTION 2.01. Events of Default. Any Event of Default under the Credit Agreement (as
such term is defined therein) shall constitute an Event of Default under this Mortgage.



     SECTION 2.02. Demand for Payment. If an Event of Default shall occur and be
continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due
hereunder and under the Credit Agreement and the Guarantee and Collateral Agreement and such
further amount as shall be sufficient to cover the out-of-pocket costs and expenses of collection,
including attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be
entitled and empowered to institute an action or proceedings at law or in equity for the collection
of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final
decree, to enforce any such judgment or final decree against Mortgagor and to collect, in any
manner provided by law, all moneys adjudged or decreed to be payable.



     SECTION 2.03. Rights To Take Possession, Operate and Apply Revenues. (a) If an Event
of Default shall occur and be continuing, Mortgagor shall, upon demand of Mortgagee, forthwith
surrender to Mortgagee actual possession of the Mortgaged Property and, if and to the extent not
prohibited by applicable law, Mortgagee itself, or by such officers or agents as it may appoint,
may then enter and take possession of all the Mortgaged Property without the
appointment of a receiver or an application therefor, exclude Mortgagor and its agents and
employees wholly therefrom, and have access to the books, papers and accounts of Mortgagor.



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     (b) If Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or
any part thereof after such demand by Mortgagee, Mortgagee may to the extent not prohibited by
applicable law, obtain a judgment or decree conferring upon Mortgagee the right to immediate
possession or requiring Mortgagor to deliver immediate possession of the Mortgaged Property to
Mortgagee, to the entry of which judgment or decree Mortgagor hereby specifically consents.
Mortgagor will pay to Mortgagee, upon demand, all reasonable expenses of obtaining such judgment or
decree, including reasonable compensation to Mortgagee’s attorneys and agents with interest thereon
at the rate per annum applicable to overdue amounts under the Credit Agreement as provided in
Section 2.07 of the Credit Agreement (the “Interest Rate”); and all such expenses and compensation
shall, until paid, be secured by this Mortgage.



     (c) Upon every such entry or taking of possession, Mortgagee may, to the extent not prohibited
by applicable law, hold, store, use, operate, manage and control the Mortgaged Property, conduct
the business thereof and from time to time, (i) make all necessary and proper maintenance,
repairs, renewals, replacements, additions, betterments and improvements thereto and thereon, (ii)
purchase or otherwise acquire additional fixtures, personalty and other property that are
reasonably necessary for the operation of the business, (iii) insure or keep the Mortgaged Property
insured, (iv) manage and operate the Mortgaged Property and exercise all the rights and powers of
Mortgagor to the same extent as Mortgagor could in its own name or otherwise with respect to the
same, or (v) enter into any and all agreements with respect to the exercise by others of any of the
powers herein granted Mortgagee, all as may from time to time be directed or determined by
Mortgagee to reasonably be in its best interest and Mortgagor hereby appoints Mortgagee as its true
and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and
all capacities, to perform any of the foregoing acts. Mortgagee may collect and receive all the
Rents, issues, profits and revenues from the Mortgaged Property, including those past due as well
as those accruing thereafter, and, after deducting (i) all out-of-pocket expenses of taking,
holding, managing and operating the Mortgaged Property (including compensation for the services of
all persons employed for such purposes), (ii) the out-of-pocket costs of all such maintenance,
repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions,
(iii) the costs of insurance, (iv) such taxes, assessments and other similar charges as Mortgagee
may at its option pay, (v) other proper charges upon the Mortgaged Property or any part thereof and
(vi) the compensation, expenses and disbursements of the attorneys and agents of Mortgagee,
Mortgagee shall apply the remainder of the moneys and proceeds so received first to the payment of
the Mortgagee for the satisfaction of the Obligations, and second, if there is any surplus, to
Mortgagor, subject to the entitlement of others thereto under applicable law.



     (d) Whenever, before any sale of the Mortgaged Property under Section 2.06, all Obligations
that are then due shall have been paid and all Events of Default fully cured, Mortgagee will
surrender possession of the Mortgaged Property back to Mortgagor, its successors or assigns. The
same right of taking possession shall, however, arise again if any subsequent Event of Default
shall occur and be continuing.



     SECTION 2.04. Right To Cure Mortgagor’s Failure to Perform. Should Mortgagor fail in
the payment, performance or observance of any term, covenant or condition required




12









 







by this Mortgage or the Credit Agreement (with respect to the Mortgaged Property), Mortgagee may
pay, perform or observe the same, and all payments made or costs or expenses incurred by Mortgagee
in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by
Mortgagor to Mortgagee with interest thereon at the Interest Rate. Mortgagee shall be the judge
using reasonable discretion of the necessity for any such actions and of the amounts to be paid.
Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or the
Improvements or any part thereof for the purpose of performing or observing any such defaulted
term, covenant or condition without having any obligation to so perform or observe and without
thereby becoming liable to Mortgagor, to any person in possession holding under Mortgagor or to any
other person; provided, however, that except in the case of an emergency, Mortgagee will provide
reasonable advance notice of such entry, such entry shall be conducted in a reasonable manner and
Mortgagee shall use reasonable efforts to endeavor to minimize the amount of disturbance to the
Mortgagor’s possession of the Mortgaged Property.




     SECTION 2.05. Right to a Receiver. If an Event of Default shall occur and be
continuing, Mortgagee, upon application to a court of competent jurisdiction, shall be entitled as
a matter of right to the appointment of a receiver to take possession of and to operate the
Mortgaged Property and to collect and apply the Rents. The receiver shall have all of the rights
and powers permitted under the laws of the state wherein the Mortgaged Property is located.
Mortgagor shall pay to Mortgagee upon demand all reasonable out-of-pocket expenses, including
receiver’s fees, reasonable attorney’s fees and disbursements, costs and agent’s compensation
incurred pursuant to the provisions of this Section 2.05; and all such expenses shall be secured by
this Mortgage and shall be, without demand, immediately repaid by Mortgagor to Mortgagee with
interest thereon at the Interest Rate.



     SECTION 2.06. Foreclosure and Sale. (a) If an Event of Default shall occur and be
continuing, Mortgagee may elect to sell the Mortgaged Property or any part of the Mortgaged
Property by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law
or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage,
or it may proceed and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an
officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such
parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed
by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee
shall deem expedient, and in such order as it may determine, at public auction to the highest
bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged
Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property
by public announcement at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement or subsequently noticed sale. Without further notice,
Mortgagee or an officer appointed to sell the Mortgaged Property may make such sale at the time
fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person,
including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such sale.



     (b) The Mortgaged Property may be sold subject to unpaid taxes and the Liens set forth in
Section 6.02 of the Credit Agreement, and, after deducting all costs, fees and out-of-pocket
expenses of Mortgagee (including costs of evidence of title in connection with the



13









 




sale), Mortgagee or an officer that makes any sale shall apply the proceeds of sale in the
manner set forth in Section 2.08.




     (c) Any foreclosure or other sale of less than the whole of the Mortgaged Property or any
defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale
provided for herein; and subsequent sales may be made hereunder until the Obligations have been
satisfied, or the entirety of the Mortgaged Property has been sold.



     (d) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in
addition to, exercising the rights described in Section 2.06(a) above and either with or without
entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or
by any other appropriate proceeding or remedy (i) to specifically enforce payment of some or all of
the Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage
or any other Loan Document or any other right, or (ii) to pursue any other remedy available to
Mortgagee, all as Mortgagee shall determine most effectual for such purposes.



     SECTION 2.07. Other Remedies. (a) In case an Event of Default shall occur and be
continuing, Mortgagee may also exercise, to the extent not prohibited by law, any or all of the
remedies available to a secured party under the UCC.



     (b) In connection with a sale of the Mortgaged Property or any Personal Property and the
application of the proceeds of sale as provided in Section 2.08, Mortgagee shall be entitled to
enforce payment of and to receive up to the principal amount of the Obligations, plus all other
charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid, with interest.



     SECTION 2.08. Application of Sale Proceeds and Rents. After any foreclosure sale of
all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale
together with any Rents that may have been collected and any other sums that then may be held by
Mortgagee under this Mortgage as follows:




     FIRST, to the payment of all out-of-pocket costs and expenses incurred by the
Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or
under any other Loan Document) in connection with such collection, sale, foreclosure or
realization or otherwise in connection with this Mortgage, any other Loan Document or any of
the Obligations, including all court costs and the fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee
hereunder or under any other Loan Document on behalf of any Mortgagor and any other
out-of-pocket costs or expenses incurred in connection with the exercise of any right or
remedy hereunder or under
any other Loan Document;




     SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so
applied to be distributed between or among the Administrative Agent, the Swingline Lender
and any Issuing Bank pro rata in accordance with the amounts of



14









 







Unfunded Advances/Participations owed to them on the date of any such
distribution);




     THIRD, to the payment in full of all other Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of the
Obligations owed to them on the date of any such distribution);




     FOURTH, to the Mortgagor, its successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


The Mortgagee shall have absolute discretion as to the time of application of any such proceeds,
moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the
Mortgagee (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.




     SECTION 2.09. Mortgagor as Tenant Holding Over. If Mortgagor remains in possession of
any of the Mortgaged Property after any foreclosure sale by Mortgagee, at Mortgagee’s election
Mortgagor shall be deemed a tenant holding over and shall forthwith surrender possession to the
purchaser or purchasers at such sale or be summarily dispossessed or evicted according to
provisions of law applicable to tenants holding over.



     SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.
Mortgagor waives, to the extent not prohibited by law, (i) the benefit of all laws now existing or
that hereafter may be enacted (x) providing for any appraisement or valuation of any portion of the
Mortgaged Property and/or (y) in any way extending the time for the enforcement or the collection
of amounts due under any of the Obligations or creating or extending a period of redemption from
any sale made in collecting said debt or any other amounts due Mortgagee, (ii) any right to at any
time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in
force providing for any homestead exemption, stay, statute of limitations, extension or redemption,
or sale of the Mortgaged Property as separate tracts, units or estates or as a single parcel in the
event of foreclosure or notice of deficiency, and (iii) all rights of redemption, valuation,
appraisement, stay of execution, notice of election to mature or declare due the whole of or each
of the Obligations and marshaling in the event of foreclosure of this Mortgage.



     SECTION 2.11. Discontinuance of Proceedings. In case Mortgagee shall proceed to
enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such
proceedings shall be discontinued or abandoned for any reason, or shall be
determined adversely to Mortgagee, then and in every such case Mortgagor and Mortgagee shall
be restored to their former positions and rights hereunder, and all rights, powers and remedies of
Mortgagee shall continue as if no such proceeding had been taken.



15









 





     SECTION 2.12. Suits To Protect the Mortgaged Property. Mortgagee shall have power (a)
to institute and maintain suits and proceedings to prevent any impairment of the Mortgaged Property
by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or protect its
interest in the Mortgaged Property and in the Rents arising therefrom and (c) to restrain the
enforcement of or compliance with any legislation or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of or compliance with such
enactment, rule or order would impair the security or be prejudicial to the interest of Mortgagee
hereunder.



     SECTION 2.13. Filing Proofs of Claim. In case of any receivership, insolvency,
bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting
Mortgagor, Mortgagee shall, to the extent permitted by law, be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee
allowed in such proceedings for the Obligations secured by this Mortgage at the date of the
institution of such proceedings and for any interest accrued, late charges and additional interest
or other amounts due or that may become due and payable hereunder after such date.



     SECTION 2.14. Possession by Mortgagee. Notwithstanding the appointment of any
receiver, liquidator or trustee of Mortgagor, any of its property or the Mortgaged Property,
Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and
control of all parts of the Mortgaged Property now or hereafter granted under this Mortgage to
Mortgagee in accordance with the terms hereof and applicable law.



     SECTION 2.15. Waiver. (a) No delay or failure by Mortgagee to exercise any right,
power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such
right, power or remedy or be construed to be a waiver of any such breach or Event of Default or
acquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may be
exercised from time to time and as often as may be deemed expedient by Mortgagee. No consent or
waiver by Mortgagee to or of any breach or Event of Default by Mortgagor in the performance of the
Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or
Event of Default in the performance of the same or of any other Obligations by Mortgagor hereunder.
No failure on the part of Mortgagee to complain of any act or failure to act or to declare an Event
of Default, irrespective of how long such failure continues, shall constitute a waiver by Mortgagee
of its rights hereunder or impair any rights, powers or remedies consequent on any future Event of
Default by Mortgagor.



     (b) Even if Mortgagee (i) grants some forbearance or an extension of time for the payment of
any sums secured hereby, (ii) takes other or additional security for the payment of any sums
secured hereby, (iii) waives or does not exercise some right granted herein or under the Loan
Documents, (iv) releases a part of the Mortgaged Property from this Mortgage, (v) agrees to change
some of the terms, covenants, conditions or agreements of any of the Loan Documents, (vi) consents
to the filing of a map, plat or replat affecting the Premises, (vii) consents to the granting of an
easement or other right affecting the Premises
or (viii) makes or consents to an agreement subordinating Mortgagee’s lien on the Mortgaged
Property hereunder; no such act or omission shall preclude Mortgagee from exercising any




16









 







other right, power or privilege herein granted or intended to be granted in the event of any breach
or Event of Default then made or of any subsequent default; nor, except as otherwise expressly
provided in an instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the
event of the sale or transfer by operation of law or otherwise of all or part of the Mortgaged
Property, Mortgagee is hereby authorized and empowered to deal with any vendee or transferee with
reference to the Mortgaged Property secured hereby, or with reference to any of the terms,
covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with
the original parties hereto and without in any way releasing or discharging any liabilities,
obligations or undertakings.




     SECTION 2.16. Waiver of Trial by Jury. To the fullest extent permitted by applicable
law, Mortgagor and Mortgagee each hereby irrevocably and unconditionally waive trial by jury in any
action, claim, suit or proceeding relating to this Mortgage and for any counterclaim brought
therein. Mortgagor hereby waives all rights to interpose any counterclaim in any suit brought by
Mortgagee hereunder and all rights to have any such suit consolidated with any separate suit,
action or proceeding.



     SECTION 2.17. Remedies Cumulative. No right, power or remedy conferred upon or
reserved to Mortgagee by this Mortgage is intended to be exclusive of any other right, power or
remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in
addition to any other right, power and remedy given hereunder or now or hereafter existing at law
or in equity or by statute.



ARTICLE III




Miscellaneous




     SECTION 3.01. Partial Invalidity. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such validity, illegality or unenforceability shall, at the option of Mortgagee, not
affect any other provision of this Mortgage, and this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein or therein.



     SECTION 3.02. Notices. All notices and communications hereunder shall be in writing
and given to Mortgagor in accordance with the terms of the Credit Agreement at the address set
forth on the first page of this Mortgage and to the Mortgagee as provided in the Credit Agreement.



     SECTION 3.03. Successors and Assigns. All of the grants, covenants, terms, provisions
and conditions herein shall run with the Premises and the Improvements and shall apply to, bind and
inure to, the benefit of the permitted successors and assigns of Mortgagor and the successors and
assigns of Mortgagee.



     SECTION 3.04. Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the
Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null
and void when all the Obligations have been indefeasibly paid in full



17









 




and the Lenders have no further commitment to lend under the Credit Agreement, the
aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further
obligation to issue Letters of Credit under the Credit Agreement.




     (b) Mortgagor shall automatically be released from its obligations hereunder upon the
consummation of (i) any transaction permitted by the Credit Agreement as a result of which
Mortgagor ceases to be a Subsidiary or (ii) any Permitted Receivables Transaction or a Permitted
Securitization Transaction consummated after the date hereof as a result of which Mortgagor becomes
a Permitted Syndication Subsidiary or Securitization Subsidiary.



     (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the
Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness
of any written consent to the release of the Security Interest granted hereby in any Collateral
pursuant to Section 9.09 of the Credit Agreement, the Security Interest in such Collateral shall be
automatically released; provided that, upon the consummation after the date hereof of any Permitted
Receivables Transaction or a Permitted Securitization Transaction, the Security Interest in the
Equity Interests of the Subsidiary that is the subject of such Permitted Receivables Transaction or
a Permitted Securitization Transaction, as the case may be, shall be automatically released to the
extent the pledge of the Equity Interests in such Subsidiary is prohibited by any applicable
Contractual Obligation or requirement of law.



     (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above,
the Mortgagee shall promptly execute and deliver to Mortgagor, at Mortgagor’s expense, a release of
this Mortgage and all Uniform Commercial Code termination statements and similar documents that
Mortgagor shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this
Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any
Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral
Agreement, the Borrower shall reimburse the Mortgagee upon demand for all reasonable out of pocket
expenses, including the fees, charges and expenses of counsel, incurred by it in connection with
any action contemplated by this Section 3.04.



     SECTION 3.05. Definitions. As used in this Mortgage, the singular shall include the
plural as the context requires and the following words and phrases shall have the following
meanings: (a) “including” shall mean “including but not limited to”; (b) “provisions” shall mean
“provisions, terms, covenants and/or conditions”; (c) “lien” shall mean “lien, charge, encumbrance,
security interest, mortgage or deed of trust”; (d) “obligation” shall mean “obligation, duty,
covenant and/or condition”; and (e) “any of the Mortgaged Property” shall mean “the Mortgaged
Property or any part thereof or interest therein”. Any act that Mortgagee is permitted to perform
hereunder may be performed at any time and from time to time by Mortgagee or any person or entity
designated by Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited to
all lessees of any of the Mortgaged Property. Each appointment of Mortgagee as attorney-in-fact for
Mortgagor under the
Mortgage is irrevocable, with power of substitution and coupled with an interest. Subject to
the applicable provisions hereof, Mortgagee has the right to refuse to grant its consent,




18









 







approval or acceptance or to indicate its satisfaction, in its sole discretion, whenever such
consent, approval, acceptance or satisfaction is required hereunder.




     SECTION 3.06. Multisite Real Estate Transaction. Mortgagor acknowledges that this
Mortgage is one of a number of Other Mortgages and Security Documents that secure the Obligations.
Mortgagor agrees that the lien of this Mortgage shall be absolute and unconditional and shall not
in any manner be affected or impaired by any acts or omissions whatsoever of Mortgagee, and without
limiting the generality of the foregoing, the lien hereof shall not be impaired by any acceptance
by the Mortgagee of any security for or guarantees of any of the Obligations hereby secured, or by
any failure, neglect or omission on the part of Mortgagee to realize upon or protect any Obligation
or indebtedness hereby secured or any collateral security therefor including the Other Mortgages
and other Security Documents. The lien hereof shall not in any manner be impaired or affected by
any release (except as to the property released), sale, pledge, surrender, compromise, settlement,
renewal, extension, indulgence, alteration, changing, modification or disposition of any of the
Obligations secured or of any of the collateral security therefor, including the Other Mortgages
and other Security Documents or of any guarantee thereof, and Mortgagee may at its discretion
foreclose, exercise any power of sale, or exercise any other remedy available to it under any or
all of the Other Mortgages and other Security Documents without first exercising or enforcing any
of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any or
all of the Other Mortgages and other Security Documents shall not in any manner impair the
indebtedness hereby secured or the lien of this Mortgage and any exercise of the rights or remedies
of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages and other Security
Documents or any of Mortgagee’s rights and remedies thereunder. Mortgagor specifically consents and
agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages
and other Security Documents separately or concurrently and in any order that it may deem
appropriate and waives any rights of subrogation.



     SECTION 3.07. No Oral Modification. This Mortgage may not be changed or terminated
orally. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to
this Mortgage shall be superior to the rights of the holder of any intervening or subordinate
Mortgage, lien or encumbrance.



ARTICLE IV




Particular Provisions




     This Mortgage is subject to the following provisions relating to the particular laws of the
state wherein the Premises are located:



     SECTION 4.01. Applicable Law; Certain Particular Provisions. This Mortgage shall be
governed by and construed in accordance with the internal law of the state where the Mortgaged
Property is located, except that Mortgagor expressly acknowledges that by their terms, the Credit
Agreement and other Loan Documents (aside from those Other Mortgages




19









 







to be recorded outside New York) shall be governed by the internal law of the State of New York,
without regard to principles of conflict of law. Mortgagor and Mortgagee agree to submit to
jurisdiction and the laying of venue for any suit on this Mortgage in the state where the Mortgaged
Property is located. The terms and provisions set forth in Appendix A attached hereto are hereby
incorporated by reference as though fully set forth herein. In the event of any conflict between
the terms and provisions contained in the body of this Mortgage and the terms and provisions set
forth in Appendix A, the terms and provisions set forth in Appendix A shall govern and control.




20









 





     IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to Mortgagee by
Mortgagor on the date of the acknowledgment attached hereto.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	[NAME OF MORTGAGOR], a [          ] corporation,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	by:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	Attest:	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	by:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
	 	Name:	 	 	 	 	 	 
	
	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 






21









 





[ADD LOCAL FORM OF ACKNOWLEDGMENT]





22









 








Exhibit A

to Mortgage




Description of the Land




 









 








Appendix
A 
to Mortgage




Local Law Provisions




     1. Notwithstanding anything else contained in this Mortgage, (i) the maximum principal debt or
obligation which is, or under any contingency may be secured at the date of execution hereof or
any time thereafter by this Mortgage is $6,950,000,000 (the “Secured Amount”), (ii) this Mortgage
shall also secure amounts other than the principal debt or obligation to the extent permitted by
the Tax Law without payment of additional recording tax and (iii) so long as the aggregate amount
of the Obligations exceeds the Secured Amount, any payments and repayments of the Obligations
shall not be deemed to be applied against, or to reduce, the Secured Amount.1



     2. [Other relevant local law provisions to be provided by local counsel.]





 




			
	1	 	Applicable only in mortgage tax states. This is the New York language—local counsel
to advise whether it needs to be modified in other mortgage tax states.




 









 





     Exhibit F-1: 


Opinion of Kirkland & Ellis LLP



See Tab 7




 









 





     Exhibit F-2: 


Opinion of General Counsel of Parent



See Tab 8




 









 





     Exhibit F-3:
Form of Local Counsel Opinion



None.