AMENDMENT NO. 6 TO CREDIT AGREEMENT Dated as of March 12, 2004 among TRIAD HOSPITALS, INC., as Borrower AND BANK OF AMERICA, N.A., as Administrative Agent on behalf of itself and the Lenders Arranged By: BANC OF AMERICA SECURITIES LLC and THE BANK OF...

Exhibit 10.1

AMENDMENT NO. 6 TO CREDIT AGREEMENT

Dated as of March 12, 2004

among

TRIAD HOSPITALS, INC.,

as Borrower

AND

BANK OF AMERICA, N.A.,

as Administrative Agent on behalf of itself and the Lenders

Arranged By:

BANC OF AMERICA SECURITIES LLC and THE BANK OF NOVA SCOTIA

as Joint Lead Arrangers

AND

BANC OF AMERICA SECURITIES LLC, THE BANK OF NOVA SCOTIA AND FLEET NATIONAL

BANK

as Joint Book Runners

AMENDMENT NO. 6

THIS AMENDMENT NO. 6 dated as of March 12, 2004 (this “Amendment”) to the Credit Agreement referenced below is by and among Triad Hospitals, Inc., a Delaware corporation (the “Borrower”), and Bank of America, N.A., as Administrative Agent on behalf of itself and the Lenders.

W I T N E S S E T H

WHEREAS, a $1.2 billion credit facility was established in favor of the Borrower pursuant to the terms of that Amended and Restated Credit Agreement dated as of April 27, 2001 (as amended and modified from time to time, the “Credit Agreement”) among the Borrower, the lenders identified therein and Bank of America, N.A., as Administrative Agent;

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; and

WHEREAS, the requisite Lenders have agreed to the requested modifications and the above-referenced waiver on the terms and conditions set forth herein and have directed the Administrative Agent to enter into this Amendment for and on their behalf.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Amendments. The Credit Agreement is amended in the following respects:

2.1 The following paragraph and grid are hereby added after the first paragraph in the definition of “Applicable Percentage” in Section 1.1 to read as follows:

Notwithstanding the foregoing, on and after the Amendment No. 6 Effective Date, the Applicable Percentage for the Term Loan B Facility shall be subject to the rates per annum set forth below opposite the applicable Consolidated Total Leverage Ratio then in effect, it being understood that (i) the Applicable Percentage for Base Rate Loans shall be the percentage set forth under the column “Term Loan B Base Rate Loans” and (ii) the Applicable Percentage for Eurodollar Loans shall be the percentage set forth under the column “Term Loan B Eurodollar Loans”. Therefore, on the Amendment No. 6 Effective Date, the Applicable Percentage with respect to Eurodollar Loans under the Term Loan B Facility shall be reduced from 3.00% to 2.25% per annum and the Applicable Percentage with respect to Base Rate Loans under the Term Loan B Facility shall be reduced from 2.00% per annum to 1.25% per annum.

Consolidated Total Leverage Ratio		Term Loan B Base Rate Loans			Term Loan B Eurodollar Loans
= 2.50:1.00		1.25	%		2.25	%
< 2.50:1.00		1.00	%		2.00	%

2.2 Subclause (ii) in the definition of “Approved Asset Disposition” in Section 1.1 is hereby amended to read as follows:

(ii) up to the first twelve (12) facilities sold or disposed of by any member of the Consolidated Group after the Closing Date;

2.3 A new subsection (K) is hereby added after subsection (J) in the definition of “Asset Disposition” in Section 1.1 and shall read as follows:

and (K) the lease by the Borrower of (I) that certain Cessna Citation Encore, manufacturer’s Serial Number 560-0561, Registration Number N511TH and (II) that certain Cessna Citation X, manufacturer’s Serial Number 750-0040, Registration Number N40KW (collectively, the “Jets”).

2.4 A new subclause (f) is added at the end of the first sentence in the definition of “Change of Control” set forth in Section 1.1 and shall read as follows:

or (f) the occurrence of a “Change in Control” under and as defined in the 2004 Refinancing Debt.

2.5 Subclause (iii) in the definition of “Excluded Property” in Section 1.1 is hereby amended to read as follows:

(iii)(a) which consists of real property that existed or was acquired prior to the Amendment No. 6 Effective Date and has a fair market value of less than $15 million or (b) which consists of real property that did not exist until after, or was acquired after, the Amendment No. 6 Effective Date or

2.6 A new subclause (iv) in the definition of “Excluded Property” in Section 1.1 is hereby added to read as follows:

(iv) those properties which consist of real property acquired from Xxxxx Healthcare Corporation or any subsidiary thereof in December 2003.

2.7 The reference to “$5 million” in subclause (iv) and the reference to “$50 million” in subclause (vii)(B) in the definition of “Permitted Acquisition” in Section 1.1 are hereby amended to read as “$25 million” and “$100 million”, respectively.

2.8 The reference to “twenty percent (20%)” in subclause (xvi) in the definition of “Permitted Investments” in Section 1.1 is hereby amended to read as “thirty percent (30%)”.

2.9 The references to “$5 million” in subclauses (ii) and (iii) of the definition of “Pro Forma Compliance Certificate” in Section 1.1 are each hereby amended to read as “$25 million”.

2.10 The following definitions are hereby added to Section 1.1 in the appropriate alphabetical order and shall read as follows:

“2004 Refinancing Debt” has the meaning given such term in Section 9.1(o).

“Amendment No. 6 Effective Date” means March 12, 2004.

“Jets” has the meaning given such term in subclause (K) of the definition of Asset Disposition in Section 1.1.

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2.11 The last sentence of Section 3.3(b)(ii)(A) is hereby deleted in its entirety.

2.12 The reference to “$50 million” in subclause 3.3(b)(ii)(B) is hereby amended to read as “$100 million”.

2.13 The last two sentences of Section 3.3(b)(ii)(B) are hereby deleted in their entirety.

2.14 The reference to “twenty percent (20%)” in subclause (iii) of the proviso in the last sentence of Section 8.12 is hereby amended to read as “thirty percent (30%)”.

2.15 Subclause (i) in the first sentence of Section 8.13 is amended to read as follows:

(i) all of its owned personal property located in the United States, other than the Jets,

2.16 The following subclause (o) is added at the end of Section 9.1 and shall read as follows:

(o) Indebtedness of the Borrower in an aggregate principal amount up to $850 million in the form of (A) Subordinated Debt that has terms that are not materially less favorable to the Borrower than that of the Refinancing Subordinated Debt and has a weighted average maturity that is greater than that of the Loans hereunder and/or (B) unsecured senior notes that have terms that are not materially less favorable to the Borrower than that of the Senior Notes and have a weighted average maturity that is greater than that of the Loans hereunder (the “2004 Refinancing Debt”); provided that the first $600 million of the proceeds of the 2004 Refinancing Debt are used to (i) refinance the Senior Notes and pay any accrued interest, transaction costs and tender or call premiums related thereto in accordance with the terms hereof and/or (ii) voluntarily prepay the Term Loans in accordance with the terms hereof.

2.17 Subclause (C) in Section 9.5(iv) is hereby amended to read as follows:

(C) the aggregate net book value of all assets sold, leased or otherwise disposed of shall not exceed $100.0 million in any fiscal year,

2.18 The reference to “$5 million” in subclause (E) in Section 9.5(iv) is hereby amended to read as “$25 million”.

2.19 The following sentence is hereby added at the end of clause (iv) of Section 9.5 and shall read as follows:

Notwithstanding subclause (A) above, a member of the Consolidated Group may make an Asset Disposition which otherwise complies with the rest of the requirements contained in this Section 9.5(iv) for consideration consisting of loans, advances or extensions of credit to the buyer provided that such consideration consisting of loans, advances or extensions of credit does not exceed $50 million in the aggregate at any one time outstanding.

2.20 The following sentence is hereby added as a separate paragraph at the end of Section 9.5 and shall read as follows:

In addition to the foregoing, any member of the Consolidated Group may make Asset Dispositions by way of donation, transfer or other disposition of assets (whether real or personal property including cash) to State or local municipalities (or other Governmental Authorities),

4

nonprofit organizations, foundations, charities or similar entities of its choice in an aggregate principal amount (for the Consolidated Group) of up to $10 million in any fiscal year.

2.21 The following proviso is hereby added at the end of subsection (d) of Section 9.8 and shall read as follows:

provided, further, however, that the Borrower may refinance the Senior Notes with the 2004 Refinancing Debt.

2.22 Clause (ii) of Section 9.11 is hereby amended to read as follows:

(ii) pursuant to the terms of the Senior Subordinated Notes, the Refinancing Subordinated Debt or the 2004 Refinancing Debt,

2.23 The reference to “twenty percent (20%)” in the second proviso in Section 9.12 is hereby amended to read as “thirty percent (30%)”.

2.24 Clause (i) in Section 10.1(g) is hereby amended to read as follows:

(i) The occurrence of an Event of Default under and as defined under the Senior Notes, Interim Loan, Senior Subordinated Notes, the Refinancing Subordinated Debt, the 2004 Refinancing Debt or the indentures or other governing instruments relating thereto (in each case, if such Indebtedness is then outstanding);

3. The Guarantors join in the execution of this Amendment for purposes of acknowledging and consenting to the terms of this Amendment and reaffirming their guaranty obligations under the Guaranty Agreement.

4. The Borrower affirms that the representations and warranties in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except those which expressly relate to an earlier period or date and except to the extent that changes in facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement).

5. (i) This Amendment, other than Section 2.1, shall be effective as of the date hereof upon receipt by the Administrative Agent of executed signature pages to this Amendment from each of the parties hereto and executed copies of consents from the Required Lenders and (ii) Section 2.1 shall be effective as of the date hereof upon receipt by the Administrative Agent of executed signature pages to this Amendment from each of the parties hereto and executed copies of consents from the Required Lenders and all of the Tranche B Term Lenders. The effectiveness of this Amendment is also subject to receipt by the Administrative Agent of the amendment fee equal to five basis points (0.05%) on (A) the Revolving Commitments of the Revolving Lenders consenting to this Amendment and (B) the outstanding Term Loans of the Term Lenders consenting to this Amendment.

6. Except as modified hereby, all of the terms and provisions of the Credit Agreement (including Schedules and Exhibits) shall remain in full force and effect.

7. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.

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8. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

9. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date and year first above written.

BORROWER:				TRIAD HOSPITALS, INC., a Delaware corporation
				By:		/s/ Xxxxx X. Xxxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxxx
				Title:		Senior Vice President & Treasurer

ADMINISTRATIVE AGENT:				BANK OF AMERICA, N.A., as Administrative Agent and on behalf of the Lenders
				By:		/s/ Xxxxx Xxxxxx
				Name:		Xxxxx Xxxxxx
				Title:		Principal

Consented to by:

GUARANTOR:

ARIZONA ASC MANAGEMENT, INC.

DAY SURGERY, INC.

MEDICAL HOLDINGS, INC.

MEDICAL MANAGEMENT, INC.

PACIFIC GROUP ASC DIVISION, INC.

SOUTH ALABAMA MANAGED CARE

CONTRACTING, INC.

SOUTH ALABAMA MEDICAL MANAGEMENT SERVICES, INC.

SOUTH ALABAMA PHYSICAN SERVICES, INC.

SPROCKET MEDICAL MANAGEMENT, INC.

SURGICARE OF INDEPENDENCE, INC.

SURGICARE OF SAN LEANDRO, INC.

SURGICARE OF VICTORIA, INC.

SURGICARE OUTPATIENT CENTER OF LAKE XXXXXXX, INC.

SURGICENTER OF XXXXXXX COUNTY, INC.

SURGICENTERS OF AMERICA, INC.

TRIAD EL—DORADO, INC.

TRIAD HOLDINGS III, INC.

TRIAD RC, INC.

TRIAD-ARIZONA I, INC.

TRIAD-SOUTH TULSA HOSPITAL COMPANY, INC.

CAROLINAS MEDICAL ALLIANCE, INC.

FRANKFORT HEALTH PARTNER, INC.

GADSDEN REGIONAL PRIMARY CARE, INC.

NC-CSH, INC.

NC-DSH, INC.

QHG GEORGIA HOLDINGS, INC.

QHG OF ALABAMA, INC.

QHG OF BARBERTON, INC.

QHG OF BLUFFTON, INC.

QHG OF ENTERPRISE, INC.

QHG OF XXXXXXX COUNTY, INC

QHG OF FORT XXXXX, INC.

QHG OF GADSDEN, INC.

QHG OF HATTISBURG, INC.

QHG OF JACKSONVILLE, INC.

QHG OF LAKE CITY, INC.

QHG OF MASSILLON, INC.

QHG OF OHIO, INC.

QHG OF SOUTH CAROLINA, INC.

QHG OF SPARTANBURG, INC.

QHG OF SPRINGDALE, INC.

QHG OF TEXAS, INC.

By:

/s/ Xxxxxx X. Xxx

Name:

Xxxxxx X. Xxx

Title:

Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						QHG OF WARSAW, INC.
						QUORUM HEALTH GROUP OF VICKSBURG, INC.
						SOFTWARE SALES CORP.
						ST. XXXXXX MEDICAL GROUP, INC.
						XXXXXX HEALTHTRUST, INC.
						By:				/s/ Xxxxxx X. Xxx
						Name:				Xxxxxx X. Xxx
						Title:				Executive Vice President and Secretary
						XXXXX HOSPITAL, LLC
						XXXXX SURGEONS, LLC
						By:		APS Medical, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						E.D. CLINICS, LLC
						EL DORADO MEDICAL CENTER, LLC
						By:		Arizona Medco, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						BRAZOS VALLEY SURGICAL CENTER, LLC
						BVSC, LLC
						By:		Brazos Medco, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						COLLEGE STATION MEDICAL CENTER, LLC
						CSMC, LLC
						By:		College Station Merger, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						CORONADO HOSPITAL, LLC
						PAMPA MEDICAL CENTER, LLC
						By:		Coronado Medical, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						XXXXX PHYSICIAN PRACTICE, LLC
						LEA REGIONAL HOSPITAL, LLC
						By:		Xxxxx Medco, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						LRH, LLC
						REGIONAL HOSPITAL OF LONGVIEW, LLC
						By:		Longview Merger, LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						WILLAMETTE VALLEY CLINICS, LLC
						WILLAMETTE VALLEY MEDICAL CENTER, LLC
						By:		Oregon Healthcorp., LLC, its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Title:Xxx
								Title:		Executive Vice President and Manager
						BLUFFTON HEALTH SYSTEM LLC
						By:		QHG of Bluffton, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						By:		Frankfort Health Partner, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						ST. XXXXXX HEALTH SYSTEM LLC
						By:		QHG of Fort Xxxxx, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						By:		Frankfort Health Partner, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						XXXXXX HEALTH SYSTEM LLC
						By:		QHG OF Hattiesburg, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						By:		QHG of Xxxxxxx County, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						WARSAW HEALTH SYSTEM LLC
						By:		QHG Warsaw, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						By:		Frankfort Health Partner, Inc., its Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:		SACMC, LLC
		SAN XXXXXX COMMUNITY MEDICAL CENTER, LLC
		By:		San Xxxxxx Medical, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		SAN LEANDRO MEDICAL CENTER, LLC
		SLH, LLC
		By:		San Leandro, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		BROWNWOOD MEDICAL CENTER, LLC
		MEDICAL CENTER OF BROWNWOOD, LLC
		By:		Southern Texas Medical Center, LLC,
				its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		PACIFIC PHYSICIANS SERVICE, LLC
		By:		Sprocket Medical Management, Inc.,
				its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:		CLAREMORE PHYSICIANS, LLC
		CLAREMORE REGIONAL HOSPITAL, LLC
		CLINICO, LLC
		IRHC, LLC (F/K/A INDEPENDENCE REGIONAL HEALTH CENTER, LLC)
		KENSINGCARE, LLC
		MEDICAL PARK HOSPITAL, LLC
		MEDICAL PARK MSO, LLC
		PHYS-MED, LLC
		PRIMARY MEDICAL, LLC
		SOUTH ARKANSAS CLINIC, LLC
		TRIAD CSGP, LLC
		TROSCO, LLC
		TRUFOR PHARMACY, LLC
		WOMEN & CHILDREN’S HOSPITAL, LLC
		By:		Triad Holdings II, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager

GUARANTOR:		ARIZONA DH, LLC
		CSDS, LLC
		GRB REAL ESTATE, LLC
		GREENBRIER VMC, LLC
		LS PSYCHIATRIC, LLC
		MISSOURI HEALTHSERV, LLC
		TRIAD-XXXXXX HOSPITAL GP, LLC
		VFARC, LLC
		VHC HOLDINGS, LLC
		VHC MEDICAL, LLC
		VMF MEDICAL, LLC
		WEST VIRGINIA MS, LLC
		WHMC, LLC
		WH MEDICAL, LLC
		WOODLAND HEIGHTS MEDICAL CENTER, LLC
		By:		Triad Holdings III, Inc., its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Secretary
		MEDICAL CENTER AT XXXXXXX, LLC
		XXXXXXX MEDICAL CENTER, LLC
		By:		Triad-Medical Center at Xxxxxxx Subsidiary, LLC,
				its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		XXXXXXX REGIONAL, LLC
		NRH, LLC
		By:		Triad-Xxxxxxx Regional Hospital Subsidiary, LLC,
				its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager

[SIGNATURE PAGES CONTINUE]

GUARANTOR:		APS MEDICAL, LLC
		ARIZONA MEDCO, LLC
		BRAZOS MEDCO, LLC
		CARLSBAD MEDICAL CENTER, LLC
		COLLEGE STATION MERGER, LLC
		CORONADO MEDICAL, LLC
		DALLAS PHY SERVICE, LLC
		DFW PHYSERV, LLC
		EYE INSTITUTE OF SOUTHERN ARIZONA, LLC
		GH TEXAS, LLC
		GHC HOSPITAL, LLC
		HDP WOODLAND PROPERTY, LLC
		HDPWH, LLC
		XXXXX MEDCO, LLC
		LAS CRUCES MEDICAL CENTER, LLC
		LONGVIEW MERGER, LLC
		NORTHWEST HOSPITAL, LLC
		NORTHWEST RANCHO VISTOSO IMAGING SERVICES, LLC
		OPRMC, LLC (F/K/A OVERLAND PARK REGIONAL MEDICAL CENTER, LLC)
		OREGON HEALTHCORP, LLC
		PACIFIC WEST DIVISION OFFICE, LLC
		PECOS VALLEY OF NEW MEXICO, LLC
		PHOENIX SURGICAL, LLC
		SAN XXXXXX MEDICAL, LLC
		SAN LEANDRO, LLC
		SOUTHERN TEXAS MEDICAL CENTER, LLC
		TRIAD CSLP, LLC
		TRIAD TEXAS, LLC
		TRIAD-MEDICAL CENTER AT XXXXXXX SUBSIDIARY, LLC
		TRIAD-XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC
		XXXXXXX MEDCO, LLC
		By:		Triad Hospitals, Inc., its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Secretary
		XXXXX HOSPITAL, LLC
		VICTORIA HOSPITAL, LLC
		By:		VHC Medical, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager

[SIGNATURE PAGES CONTINUE]

GUARANTOR:		WAMC, LLC
		By:		West Anaheim, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		GCMC, LLC
		GULF COAST MEDICAL CENTER, LLC
		By:		Xxxxxxx Medco, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		LAKE AREA PHYSICIAN SERVICES, L.L.C.
		By:		Women & Children Hospital, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		AMERICAN HEALTH FACILITIES DEVELOPMENT, LLC
		QHR INTERNATIONAL, LLC
		THE INTENSIVE RESOURCE GROUP, LLC
		By:		Quorum Health Resources, LLC, its Sole Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		HATTIESBURG ASG-GP
		By:		Xxxxxx Health System LLC, its Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Manager
		By:		QHG of Xxxxxxx County, Inc., its Member
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						DALLAS PHYSICIAN PRACTICE, L.P.
						By:		DPW Physerv, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						GULF COAST HOSPITAL, L.P.
						By:		Gulf Coast Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						HDP WOODLAND HEIGHTS, L.P.
						By:		HDP Woodland Property, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						XXXXXXX HOSPITAL, L.P.
						By:		Xxxxxxx Regional, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						PAMPA HOSPITAL, L.P.
						By:		Pampa Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						QHG GEORGIA, LP
						By:		QHG Georgia Holdings, Inc., its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						REHAB HOSPITAL OF FORT XXXXX GENERAL PARTNERSHIP
						By:		QHG of Fort Xxxxx, Inc., its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						IOM HEALTH SYSTEM, L.P.
						By:		QHG of Indiana, Inc., its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						LONGVIEW MEDICAL CENTER, L.P.
						By:		Regional Hospital of Longview, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						SAN XXXXXX HOSPITAL, L.P.
						By:		San Xxxxxx Community Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						SAN LEANDRO HOSPITAL, L.P.
						By:		San Leandro Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						XXXXXXX HOSPITAL, L.P.
						By:		Xxxxxxx Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						TRIAD CORPORATE SERVICES, LIMITED PARTNERSHIP
						By:		Triad CSGP, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						PACIFIC EAST DIVISION OFFICE, L.P.
						By:		Triad Texas, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						TRIAD-XXXXXX HOSPITAL, L.P.
						By:		Triad-Xxxxxx Hospital GP, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						PINEY XXXXX HEALTHCARE SYSTEM, L.P.
						By:		Woodland Heights Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						QUORUM ELF, INC.
						QUORUM HEALTH SERVICES, INC.
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:						QUORUM HEALTH RESOURCES, LLC
						By:		Quorum Health Group, Inc., its Sole Member
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary
						PHYSICIANS AND SURGEONS HOSPITAL OF XXXXX, L.P.
						By:		Xxxxx Hospital, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						BRAZOS VALLEY OF TEXAS, L.P.
						By:		Brazos Valley Surgical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						BROWNWOOD HOSPITAL, L.P.
						By:		Brownwood Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						COLLEGE STATION HOSPITAL, L.P.
						By:		College Station Medical Center, LLC, its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Manager
						CRESTWOOD HEALTHCARE, L.P.
						By:		Crestwood Hospital & Nursing Home, Inc., its General Partner
								By:		/s/ Xxxxxx X. Xxx
								Name:		Xxxxxx X. Xxx
								Title:		Executive Vice President and Secretary

[SIGNATURE PAGES CONTINUE]

GUARANTOR:				VICTORIA OF TEXAS, L.P.
				By:		XxXxx Hospital, LLC, its General Partner
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Manager
				ABILENE HOSPITAL, LLC
				By:		NC-SCHI, INC., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				ABILENE MERGER, LLC
				By:		Quorum, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				ARMC, LP
				By:		Triad-ARMC, LLC, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				CRESTWOOD HOSPITAL, LLC
				By:		Triad Holdings III, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary
				CRESTWOOD HOSPITAL LP, LLC
				By:		Crestwood Hospital, LLC, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary
[SIGNATURE PAGES CONTINUE]

GUARANTOR:				GASLIGHT ASC-GP, LLC
				By:		Pineywoods Healthcare Systems, L.P., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				MMC OF NEVADA, LLC
				By:		Triad Hospitals, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				NORTHWEST PHYSICIANS, LLC
				By:		QHG of Springdale, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				PDMC, LLC
				By:		Sebastopol, LLC, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:
				PROCURE SOLUTIONS, LLC
				By:		Quorum Health Group, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:
				SOUTHCREST, L.L.C.
				By:		Triad-South Tulsa Hospital Company, Inc. its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:
[SIGNATURE PAGES CONTINUE]

GUARANTOR:				TRIAD HOLDINGS IV, LLC
				By:		Triad Hospitals, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary
				TRIAD HOLDINGS V, LLC
				By:		Triad Hospitals, Inc. its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary
				TRIAD HOLDINGS VI, INC.
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive Vice President and Secretary
				TRIAD OF INDIANA, LLC
				By:		Triad Holdings V, LLC, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President and Secretary
				TRIAD-ARMC, LLC
				By:		NC-SCHI, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
				TRIAD-WILLOW CREEK, LLC
				By:		QHG of Springdale, Inc., its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		Executive Vice President
[SIGNATURE PAGES CONTINUE]

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GUARANTOR:				MADISON’S HOSPITAL, LLC
				By:		Triad Holdings II, LLC, its Sole Member
						By:		/s/ Xxxxxx X. Xxx
						Name:		Xxxxxx X. Xxx
						Title:		President
				SURGICENTERS OF AMERICA, INC.
				By:		/s/ Xxxxxx X. Xxx
				Name:		Xxxxxx X. Xxx
				Title:		Executive President and Secretary

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