Amendment No. 2 to Credit Agreement among Triad Hospitals, Inc., Lenders, and Agents (August 8, 2001)

Summary

This amendment updates the existing Credit Agreement between Triad Hospitals, Inc., its guarantors, and a group of lenders and agents. It grants Triad Hospitals an additional 90 days to fulfill certain post-closing obligations and allows specific one-time charges related to an acquisition and a government settlement to be included in financial calculations. The amendment is effective as of April 27, 2001, and requires signatures from all key parties to take effect. All other terms of the original Credit Agreement remain unchanged.

EX-10.3 4 dex103.txt AMEND. #2 TO THE CREDIT AGREE EXHIBIT 10.3 AMENDMENT NO. 2 AMENDMENT No. 2, dated as of August 8, 2001 ("Amendment"), to the Credit Agreement dated as of May 11, 1999 (as amended and restated as of April 27, 2001, the "Credit Agreement"), by and among TRIAD HOSPITALS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, MERRILL LYNCH & CO., as Syndication Agent (the "Syndication Agent"), BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), MERRILL LYNCH & CO. and BANC OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Co-Book-Runners, and THE CHASE MANHATTAN BANK and CITICORP USA, INC., as Co-Documentation Agents (together with the Syndication and Administrative Agents, the "Agents"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, the Borrower acquired Quorum Health Group ("Quorum") on April 27, 2001 (the "Acquisition"); WHEREAS, Quorum was subject to a government settlement related to various allegations relating to Medicare cost reports (the "Government Settlement"); WHEREAS, the total amount incurred by Quorum in connection with the Government Settlement for the four quarters ended June 30, 2001 was approximately $115.3 million; WHEREAS, the Borrower made certain one-time Acquisition-related accounting adjustments in an aggregate amount of $31.3 million in order to agree Quorum's accounting policies with its own; WHEREAS, the Borrower requests additional time to complete certain post-closing obligations pursuant to Section 8.15 of the Credit Agreement (the "Post-Closing Obligations"); WHEREAS, the consent of the Required Lenders is necessary to effect this Amendment; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION ONE - AMENDMENT TO CREDIT AGREEMENT. ----------- ----------------------------- (a) Section 8.15 of the Credit Agreement is hereby amended to provide the Borrower with an additional 90 days from the date hereof to execute and deliver the items required -2- to be delivered to the Administrative Agent pursuant to subsections 8.15(c), (d), (f), (g), (h), (i), (j), (o) and (p) of the Credit Agreement. (b) The definition of "Consolidated EBITDA" is hereby amended by deleting the period at the end of the definition and adding the following clause: "; provided, however, that the Company shall be permitted to include -------- ------- in its calculation hereof, with respect to the applicable periods in which such charges were made or incurred, an aggregate amount not to exceed $146.6 million (comprised of $115.3 million related to Quorum's government settlement in connection with allegations relating to Medicare cost reports and $31.3 million related to one-time Acquisition-related accounting adjustments made to agree Quorum's accounting policies with those of the Company)." SECTION TWO - EFFECTIVENESS. ----------- ------------- The effective date of this Amendment shall be April 27, 2001. This Amendment shall become effective only upon satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received duly executed counterparts of this Amendment which, when taken together, bear the authorized signatures of the Borrower, each of the Guarantors and the Required Lenders. (b) All corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to each of the Required Lenders and their counsel. (c) All attorneys' fees and expenses incurred in connection with this transaction have been paid in full in cash. SECTION THREE - REPRESENTATIONS AND WARRANTIES ------------- ------------------------------ In order to induce the Lenders to enter into this Amendment, the Borrower and each Guarantor represent and warrant to the Administrative Agent and each of the Lenders that after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing; and (ii) all of the representations and warranties in the Credit Agreement, after giving effect to this Amendment, are true, correct and accurate in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement. The Borrower and each Guarantor further represent and warrant (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and each Lender that: -3- (a) The Borrower and each Guarantor have the corporate power and authority to execute, deliver and perform this Amendment and have taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment; and (b) This Amendment has been duly executed and delivered on behalf of the Borrower and each Guarantor by a duly authorized officer or attorney- in-fact of the Borrower and each Guarantor, respectively. SECTION FOUR - MISCELLANEOUS. ------------ ------------- (a) Except as herein expressly amended, the Credit Agreement and all other agreements, documents, instruments and certificates executed in connection therewith, except as otherwise provided herein, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. (b) This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. (c) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (d) This Amendment shall not constitute a consent or waiver to or modification of any other provision, term or condition of the Credit Agreement or any other Credit Document. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Credit Agreement, as amended hereby, and the other Credit Documents shall remain in full force and effect. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. TRIAD HOSPITALS, INC., as Borrower By: /s/ Donald P. Fay ------------------------------------------ Name: Donald P. Fay Title: Executive Vice President, Secretary and General Counsel Signature Page to Amendment No. 2 to Credit Agreement ACKNOWLEDGED AND ACCEPTED BY: - ---------------------------- GUARANTOR: ARIZONA ASC MANAGEMENT, INC. CRESTWOOD HOSPITAL & NURSING HOME, INC. CRESTWOOD HOSPITAL HOLDINGS, INC. DAY SURGERY, INC. MEDICAL HOLDINGS, INC. MEDICAL MANAGEMENT, INC. PACIFIC GROUP ASC DIVISION, INC. SOUTH ALABAMA MANAGED CARE CONTRACTING, INC. SOUTH ALABAMA MEDICAL MANAGEMENT SERVICES, INC. SOUTH ALABAMA PHYSICIAN SERVICES, INC. SPROCKET MEDICAL MANAGEMENT, INC. SURGICARE OF INDEPENDENCE, INC. SURGICARE OF SAN LEANDRO, INC. SURGICARE OF VICTORIA, INC. SURGICARE OUTPATIENT CENTER OF LAKE CHARLES, INC. SURGICENTER OF JOHNSON COUNTY, INC. SURGICENTERS OF AMERICA, INC. TRIAD EL DORADO, INC. TRIAD HOLDINGS III, INC. TRIAD OF ARIZONA (L.P.), INC. TRIAD OF PHOENIX, INC. TRIAD RC, INC. TRIAD-ARIZONA I, INC. TRIAD-SOUTH TULSA HOSPITAL COMPANY, INC. By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement ACKNOWLEDGED AND ACCEPTED BY: - ---------------------------- GUARANTOR: CAROLINAS MEDICAL ALLIANCE, INC. FRANKFORT HEALTH PARTNER, INC. GADSDEN REGIONAL PRIMARY CARE, INC. NC-CSH, INC. NC-DSH, INC. NC-SCHI, INC. QHG GEORGIA HOLDINGS, INC. QHG OF ALABAMA, INC. QHG OF BARBERTON, INC. QHG OF BATON ROUGE, INC. QHG OF BLUFFTON, INC. QHG OF CLINTON COUNTY, INC. QHG OF ENTERPRISE, INC. QHG OF FORREST COUNTY, INC. QHG OF FORT WAYNE, INC. QHG OF GADSDEN, INC. QHG OF HATTIESBURG, INC. QHG OF INDIANA, INC. QHG OF JACKSONVILLE, INC. QHG OF LAKE CITY, INC. QHG OF MASSILLON, INC. QHG OF OHIO, INC. QHG OF SOUTH CAROLINA, INC. QHG OF SPARTANBURG, INC. QHG OF SRINGDALE, INC. QHG OF TEXAS, INC. QHG OF WARSAW, INC. QUORUM HEALTH GROUP OF VICKSBURG, INC. SOFTWARE SALES CORP. ST. JOSEPH MEDICAL GROUP, INC. WESLEY HEALTHTRUST, INC. By: /s/ Donald P. Fay --------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: ALICE HOSPITAL, LLC ALICE SURGEONS, LLC By: APS Medical, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: E.D. CLINICS, LLC DORADO MEDICAL CENTER, LLC By: Arizona Medco, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BEAUMONT REGIONAL, LLC HOSPITAL OF BEAUMONT, LLC By: Beauco, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BRAZOS VALLEY SURGICAL CENTER, LLC BVSC, LLC By: Brazos Medco, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: COLLEGE STATION MEDICAL CENTER, LLC CSMC, LLC By: College Station Merger, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: CORONADO HOSPITAL, LLC PAMPA MEDICAL CENTER, LLC By: Coronado Medical, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: TRIAD DEQUEEN REGIONAL MEDICAL CENTER, LLC By: Dequeen Regional I, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: HOBBS PHYSICIAN PRACTICE, LLC LEA REGIONAL HOSPITAL, LLC By: Hobbs Medco, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: LRH, LLC REGIONAL HOSPITAL OF LONGVIEW, LLC By: Longview Merger, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: DOCTORS MEDICAL CENTER, LLC DOCTORS OF LAREDO, LLC By: Mid-Plains, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: WILLAMETTE VALLEY CLINICS, LLC WILLAMETTE VALLEY MEDICAL CENTER, LLC By: Oregon Healthcorp, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BLUFFTON HEALTH SYSTEM LLC By: QHG of Bluffton, Inc., its Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary By: Frankfort Health Partner, Inc., its Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: ST. JOSEPH HEALTH SYSTEM LLC By: QHG of Fort Wayne, Inc., its Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary By: Frankfort Health Partner, Inc., its Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: WESLEY HEALTH SYSTEM LLC By: QHG of Hattiesburg, Inc., its Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary By: QHG of Forrest County, Inc., its Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: WARSAW HEALTH SYSTEM LLC By: QHG Warsaw, Inc., its Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary By: Frankfort Health Partner, Inc., its Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SACMC, LLC SAN ANGELO COMMUNITY MEDICAL CENTER, LLC By: San Angelo Medical, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SAN LEANDRO MEDICAL CENTER, LLC SLH, LLC By: San Leandro Medical, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PALM DRIVE MEDICAL CENTER, LLC PDMC, LLC By: Sebastopol, LLC, its Sole Member By: /s/ Donald P. Fay ---------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SDH, LLC By: Silsbee Texas, LLC, its Sole Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BROWNWOOD MEDICAL CENTER, LLC MEDICAL CENTER OF BROWNWOOD, LLC By: Southern Texas Medical Center, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PACIFIC PHYSICIANS SERVICE, LLC By: Sprocket Medical Management, Inc., its Sole Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: CLAREMORE PHYSICIANS, LLC CLAREMORE REGIONAL HOSPITAL, LLC CLINICO, LLC HDP DEQUEEN, LLC IRHC, LLC (F/K/A INDEPENDENCE REGIONAL HEALTH CENTER, LLC) KENSINGCARE, LLC MEDICAL PARK HOSPITAL, LLC MEDICAL PARK MSO, LLC PHYS-MED, LLC PRIMARY MEDICAL, LLC SOUTH ARKANSAS CLINIC, LLC TRIAD CSGP, LLC TROSCO, LLC TRUFOR PHARMACY, LLC WAGONER COMMUNITY HOSPITAL, LLC WOMEN & CHILDREN'S HOSPITAL, LLC By: Triad Holdings II, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: AMARILLO SURGICARE I, LLC ARIZONA DH, LLC CSDS, LLC GRB REAL ESTATE, LLC GREENBRIER VMC, LLC HIH, LLC LS PSYCHIATRIC, LLC MISSOURI HEALTHSERV, LLC SURGICARE OF SOUTHEAST TEXAS I, LLC TRIAD-DENTON HOSPITAL GP, LLC VFARC, LLC VHC HOLDINGS, LLC VHC MEDICAL, LLC VMF MEDICAL, LLC WEST VIRGINIA MS, LLC WHMC, LLC WM MEDICAL, LLC WOODLAND HEIGHTS MEDICAL CENTER, LLC By: Triad Holdings III, Inc., its Sole Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: APS MEDICAL, LLC ARIZONA MEDCO,LLC BEAUCO, LLC BRAZOS MEDCO, LLC CARLSBAD MEDICAL CENTER,LLC COLLEGE STATION MERGER, LLC CORONADO MEDICAL, LLC DALLAS PHY SERVICE, LLC DFW PHYSERV, LLC DOUGLAS MEDICAL CENTER, LLC EYE INSTITUTE OF SOUTHERN ARIZONA, LLC GH TEXAS, LLC GHC HOSPITAL, LLC GHC HUNTINGTON BEACH, LLC HDP WOODLAND PROPERTY, LLC HDPWH, LLC HEALDSBURG OF CALIFORNIA, LLC HOBBS MEDCO, LLC HUNTINGTON BEACH AMDECO, LLC LAS CRUCES MEDICAL CENTER, LLC LONGVIEW MERGER, LLC MEMORIAL HOSPITAL, LLC MID-PLAINS, LLC MISSION BAY MEMORIAL HOSPITAL, LLC NORTHWEST HOSPITAL, LLC NORTHWEST RANCHO VISTOSO IMAGING SERVICES, LLC OPRMC, LLC (F/K/A OVERLAND PARK REGIONAL MEDICAL CENTER, LLC) OREGON HEALTHCORP, LLC PACIFIC WEST DIVISION OFFICE, LLC PANHANDLE MEDICAL CENTER, LLC PANHANDLE PROPERTY, LLC PANHANDLE, LLC PECOS VALLEY OF NEW MEXICO, LLC PHOENIX AMDECO, LLC Signature Page to Amendment No. 2 to Credit Agreement PHOENIX SURGICAL, LLC PSYCHIATRIC SERVICES OF PARADISE VALLEY, LLC By: Triad Hospitals Holdings, Inc., its Sole Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SAN ANGELO MEDICAL, LLC SAN LEANDRO, LLC SEBASTOPOL, LLC SILSBEE, TEXAS, LLC SOUTHERN TEXAS MEDICAL CENTER, LLC TRIAD CSLP, LLC TRIAD HOLDINGS II, LLC TRIAD TEXAS, LLC TRIAD-MEDICAL CENTER AT TERRELL SUBSIDIARY, LLC TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC WEST ANAHEIM, LLC WHARTON MEDCO, LLC By: Triad Hospitals Holdings, Inc., its Sole Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: MEDICAL CENTER AT TERRELL, LLC TERRELL MEDICAL CENTER, LLC By: Triad-Medical Center at Terrell Subsidiary, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: NAVARRO REGIONAL, LLC NRH, LLC By: Triad-Navarro Regional Hospital Subsidiary, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SOUTHCREST, L.L.C. By: Triad-South Tulsa Hospital Company, Inc., its Sole Member By: /s/ Donald P. Fay ---------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: DETAR HOSPITAL, LLC VICTORIA HOSPITAL, LLC By: VHC Medical, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: WAMC, LLC WEST ANAHEIM MEDICAL CENTER, LLC By: West Anaheim, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: GCMC, LLC GULF COAST MEDICAL CENTER, LLC By: Wharton Medco, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: LAKE AREA PHYSICIAN SERVICES, LLC By: Women & Children Hospital, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: AMERICAN HEALTH FACILITIES DEVELOPMENT, LLC QHR INTERNATIONAL, LLC THE INTENSIVE RESOURCE GROUP, LLC By: Quorum Health Resources, LLC, its Sole Member By: /s/ Donald P. Fay -------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: CLINTON COUNTY HEALTH SYSTEM, LLC By: QHG of Clinton County, Inc., its Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary By: Frankfort Health Partner, Inc., its Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: DEQUEEN REGIONAL I, LLC NORTH ANAHEIM SURGICARE, LLC By: Triad Holdings III, Inc., its Sole Member By: /s/ Donald P. Fay ----------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: HATTIESBURG AMBULATORY SURGERY CENTER, LLC By: Wesley Health System LLC, its Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager By: QHG of Forrest County, Inc., its Member By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: MEDICAL CENTER OF SHERMAN, LLC SHERMAN MEDICAL CENTER, LLC By: Triad Medical Center of Sherman, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PROCURE SOLUTIONS, LLC By: Quorum Health Group, Inc., its Sole Member By: /s/ Donald P. Fay ------------------------------------------ Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: QUORUM HEALTH RESOURCES, LLC By: Quorum Health Group, Inc., its Sole Member By: /s/ Donald P. Fay ---------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SILSBEE MEDICAL CENTER, LLC By: Silsbee Texas, LLC, its Sole Member By: /s/ Donald P. Fay ------------------------------------------ Name: Donald P. Fay Title: Executive Vice President and Manager GUARANTOR: SURGICAL CENTER OF AMARILLO, LLC TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC By: Triad Hospital Holdings, Inc., its Sole Member By: /s/ Donald P. Fay --------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: REHAB HOSPITAL OF FORT WAYNE GENERAL PARTNERSHIP By: QHG of Fort Wayne, Inc., its General Partner By: /s/ Donald P. Fay ------------------------------------------ Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: IOM HEALTH SYSTEM, L.P. By: QHG of Indiana, Inc., its General Partner By: /s/ Donald P. Fay --------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: LONGVIEW MEDICAL CENTER, L.P. By: Regional Hospital of Longview, LLC, its General Partner By: /s/ Donald P. Fay ---------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SAN ANGELO HOSPITAL, L.P. By: San Angelo Community Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SAN LEANDRO HOSPITAL, L.P. By: San Leandro Medical Center, LLC, its General Partner By: /s/ Donald P. Fay -------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SILSBEE DOCTORS HOSPITAL, L.P. By: Silsbee Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: TERRELL HOSPITAL, L.P. By: Terrell Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: TRIAD CORPORATE SERVICES, LIMITED PARTNERSHIP By: Triad CSGP, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: TRIAD HEALTHCARE SYSTEM OF PHOENIX, LIMITED PARTNERSHIP By: Triad of Phoenix, Inc., its General Partner By: /s/ Donald P. Fay --------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PACIFIC EAST DIVISION OFFICE, L.P. By: Triad Texas, LLC, its General Partner By: /s/ Donald P. Foy ------------------------------------- Name: Donald P. Foy Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement IN WITNESS WHEREOF, each of the following parties hereto has caused a counterpart of this Guaranty Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written. GUARANTOR: PHYSICIANS AND SURGEONS HOSPITAL OF ALICE, LP By: Alice Hospital, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BEAUMONT MEDICAL CENTER, L.P. By: Beaumont Regional, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BRAZOS VALLEY OF TEXAS, L.P. By: Brazos Valley Surgical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: BROWNWOOD HOSPITAL, L.P. By: Brownwood Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ---------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: COLLEGE STATION HOSPITAL, L.P. By: College Station Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ---------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: CRESTWOOD HEALTHCARE, L.P. By: Crestwood Hospital & Nursing Home, Inc., its General Partner By: /s/ Donald P. Fay --------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: VICTORIA OF TEXAS, L.P. By: DeTar Hospital, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: LAREDO HOSPITAL, L.P. By: Doctors of Laredo, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: DALLAS PHYSICIAN PRACTICE, L.P. By: DPW Physerv, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: GULF COAST HOSPITAL, L.P. By: Gulf Coast Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: HDP WOODLAND HEIGHTS, L.P. By: HDP Woodland Property, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SAN DIEGO HOSPITAL, L.P. By: Mission Bay Memorial Hospital, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: NAVARRO HOSPITAL, L.P. By: Navarro Regional, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PALM DRIVE HOSPITAL, L.P. By: Palm Drive Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PAMPA HOSPITAL, L.P. By: Pampa Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PANHANDLE SURGICAL HOSPITAL, L.P. By: Panhandle Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: MCI PANHANDLE SURGICAL, L.P. By: Panhandle Property, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: QHG GEORGIA, L.P. By: QHG Georgia Holdings, Inc., its General Partner By: /s/ Donald P. Fay --------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Secretary Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: TRIAD-DENTON HOSPITAL, L.P. By: Triad-Denton Hospital GP, LLC, its General Partner By: /s/ Donald P. Fay ---------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: WEST ANAHEIM HOSPITAL, L.P. By: West Anaheim Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: PINEY WOODS HEALTHCARE SYSTEM, L.P. By: Woodland Heights Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ------------------------------------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement GUARANTOR: SHERMAN HOSPITAL, L.P. By: Sherman Medical Center, LLC, its General Partner By: /s/ Donald P. Fay ----------------- Name: Donald P. Fay Title: Executive Vice President and Manager Signature Page to Amendment No. 2 to Credit Agreement BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Kevin Wagley ------------------- Name: Kevin Wagley Title: Principal Signature Page to Amendment No. 2 to Credit Agreement ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President SWISS LIFE US RAINBOW LIMITED By: ING Capital Advisors LLC, as Investment Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Jonathan David --------------------- Name: Jonathan David Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement BANK OF AMERICA, N.A., individually in its capacity as a Lender By: /s/ Kevin Wagley ------------------- Name: Kevin Wagley Title: Principal Signature Page to Amendment No. 2 to Credit Agreement THE CHASE MANHATTAN BANK, as Lender By: /s/ Dawn Lee Lum --------------------- Name: Dawn Lee Lum Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement BANK OF OKLAHOMA, as Lender By: /s/ Heather Williams --------------------------------- Name: Heather Williams Title: Commercial Lending Officer Signature Page to Amendment No. 2 to Credit Agreement CITICORP USA, INC., as Lender and Documentation Agent By: /s/ James J. McCarthy ------------------------ Name: James J. McCarthy Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement CONTINENTAL CASUALTY COMPANY, as Lender By: /s/ Richard W. Dubberke -------------------------- Name: Richard W. Dubberke Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement FIRST UNION NATIONAL BANK, as Lender By: /s/ Jeanette A. Griffin -------------------------- Name: Jeanette A. Griffin Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement FLEET NATIONAL BANK, as Lender By: /s/ Maryann S. Smith ----------------------- Name: Maryann S. Smith Title: Director Signature Page to Amendment No. 2 to Credit Agreement HARCH CLO I, LTD., as Lender By: /s/ Michael E. Lewitt --------------------------- Name: Michael E. Lewitt Title: Authorized Signatory Signature Page to Amendment No. 2 to Credit Agreement INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IV, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Melissa Marano --------------------- Name: Melissa Marano Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement KZH CNC LLC, as Lender By: /s/ Susan Lee ----------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH CRESCENT LLC, as Lender By: /s/ Susan Lee ----------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH CRESCENT-3 LLC, as Lender By: /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH CYPRESS TREE-1 LLC, as Lender By: /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH ING-1 LLC, as Lender By: /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH ING-2 LLC, as Lender By: /s/ Susan Lee ------------------------------ Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH ING-3 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH LANGDALE LLC, as Lender By: /s/ Susan Lee ------------------------------------ Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH PONDVIEW LLC, as Lender By: /s/ Susan Lee --------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH RIVERSIDE LLC, as Lender By: /s/ Susan Lee -------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH SHOSHONE LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH SOLEIL LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH SOLEIL-2 LLC, as Lender By: /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH STERLING LLC, as Lender By: /s/ Susan Lee ------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement KZH WATERSIDE LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement LIBERTY - STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, as Advisor By: /s/ James R. Fellows ------------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement MERRILL LYNCH CAPITAL CORPORATION, individually in its capacity as a Lender By: /s/ Carol J.E. Feeley -------------------------------------- Name: Carol J.E. Feeley Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement MUIRFIELD TRADING LLC, as Lender By: /s/ Ann E. Morris ------------------------------------- Name: Ann E. Morris Title: Assist. Vice President Signature Page to Amendment No. 2 to Credit Agreement OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC, as Portfolio Manager, as Lender By: /s/ Andrew D. Gordon ------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC, as Collateral Manager, as Lender By: /s/ Andrew D. Gordon ------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement OCTAGON INVESTMENT PARTNERS II, LTD. By: Octagon Credit Investors, LLC, as Sub-investment Manager, as Lender By: /s/ Andrew D. Gordon ------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P., its General Partner By: Oak Hill Securities MGP, Inc., its General Partner By: /s/ Scott D. Krase ---------------------------------- Name: Scott D. Krase Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P., its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: /s/ Scott D. Krase ---------------------------------- Name: Scott D. Krase Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management, LLC, its Investment Manager By: /s/ Scott D. Krase ----------------------------------- Name: Scott D. Krase Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement OLYMPIC FUNDING TRUST, SERIES 1999-1, as Lender By: /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement PINEHURST TRADING, INC., as Lender By: /s/ Ann E. Morris ------------------------------------- Name: Ann E. Morris Title: Assistant Vice President Signature Page to Amendment No. 2 to Credit Agreement RIVIERA FUNDING, LLC, as Lender By: /s/ Ann E. Morris ------------------------------------- Name: Ann E. Morris Title: Assistant Vice President Signature Page to Amendment No. 2 to Credit Agreement SANKATY ADVISORS, INC., as Collateral Manager for Brant Point CBO 1999-1, LTD., as Term Lender By: /s/ Diane J. Exter ------------------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement SANKATY ADVISORS, LLC, as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement SANKATY HIGH YIELD PARTNERS III, L.P. By: /s/ Diane J. Exter ------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement SCOTIA BANC INC., as Lender By: /s/ W.J. Brown ----------------------------- Name: W.J. Brown Title: Managing Director Signature Page to Amendment No. 2 to Credit Agreement LENDER ------ SEQUILS IV, LTD. By: TCW Advisors, Inc., as its Collateral Manager By: /s/ Mark L. Gold ----------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ----------------------------------------- Name: Jonathan I. Berg Title: Assistant Vice President Signature Page to Amendment No. 2 to Credit Agreement SCUDDER FLOATING RATE FUND, as Lender By: /s/ Kenneth Weber ----------------------------------- Name: Kenneth Weber Title: Senior Vice President Signature Page to Amendment No. 2 to Credit Agreement STEIN ROE & FARNHAM CLO I Ltd. By: Stein Roe & Farnham Incorporated, as Portfolio Manager By: /s/ James R. Fellows -------------------- Name: James R. Fellows Title: Sr. Vice President and Portfolio Manager Signature Page to Amendment No. 2 to Credit Agreement STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ James R. Fellows ------------------------------------- Name: James R. Fellows Title: Senior Vice President Signature Page to Amendment No. 2 to Credit Agreement SUNTRUST BANK, as Lender By: /s/ Mark D. Mattson ---------------------------------- Name: Mark D. Mattson Title: Director Signature Page to Amendment No. 2 to Credit Agreement TEXTRON FINANCIAL CORPORATION, as Lender By: /s/ Stuart M. Schulman ------------------------------------ Name: Stuart M. Schulman Title: Managing Director Signature Page to Amendment No. 2 to Credit Agreement LENDER ------ TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: /s/ Mark L. Gold ------------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ------------------------------------------ Name: Jonathan I. Berg Title: Assistant Vice President Signature Page to Amendment No. 2 to Credit Agreement TORONTO DOMINION (NEW YORK) INC. By: /s/ Dana Schwalie ------------------------------------- Name: Dana Schwalie Title: Vice President Signature Page to Amendment No. 2 to Credit Agreement WINGED FOOT FUNDING TRUST, as Lender By: /s/ Anne E. Morris --------------------------------- Name: Anne E. Morris Title: Authorized Agent Signature Page to Amendment No. 2 to Credit Agreement UBS AG, STAMFORD BRANCH, as Lender By: /s/ Renata Jacobson ------------------------------------- Name: Renata Jacobson Title: Director By: /s/ Deborah L. White ------------------------------------- Name: Deborah L. White Title: Director Signature Page to Amendment No. 2 to Credit Agreement