S-3

As filed with the Securities and Exchange Commission on October 9, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRIAD HOSPITALS, INC.

(and Certain Subsidiaries Identified in Footnote (*) below)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	75-2816101
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

13455 Noel Road, Suite 2000, Dallas, Texas 75240

(972) 789-2700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Donald P. Fay

Executive Vice President, General Counsel and Secretary

Triad Hospitals, Inc.

13455 Noel Road, Suite 2000, Dallas, Texas 75240

(972) 789-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Morton A. Pierce

Michelle B. Rutta

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 259-8000

Approximate Date of Commencement of Proposed Sale to the Public:

    From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount To Be Registered(1)		Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(1)(3)		Amount of Registration Fee(4)
Common Stock(5)(6)			—
Preferred Stock(6)			—
Depositary Shares(7)			—
Debt Securities(6)			—
Guarantees of Debt Securities(8)			—
Warrants(6)			—
Purchase Contracts(6)			—
Units(6)			—
Total	$	800,000,000	—	$	800,000,000	$	73,600

        The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

(1) In United States dollars or the equivalent thereof in one or more foreign currencies or units of two or more foreign currencies or composite currencies (such as European Currency Units). The aggregate initial offering price of the above-referenced securities (collectively, the “Securities”) registered hereby will not exceed $800,000,000. Such amount represents the issue price of any Common Stock, the liquidation preference (or, if different, the issue price) of any Preferred Stock, the principal amount of any Debt Securities issued at their principal amount, the issue price rather than the principal amount of any Debt Securities issued at an original issue discount, the issue price of any Warrants (but not the exercise price of any Securities issuable upon the exercise of such Warrants), the issue price of any Purchase Contracts and the issue price of any Units.

(2) Omitted pursuant to General Instruction II(D) of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).

(3) No separate consideration will be received for (a) any Depositary Shares representing shares of Preferred Stock, (b) any Debt Securities, Preferred Stock, Common Stock or other securities that may be issuable upon conversion of or in exchange for convertible or exchangeable securities (including any securities issuable upon stock splits and similar transactions pursuant to Rule 416) or (c) any Guarantees.

(4) Calculated pursuant to Rule 457(o) under the Securities Act.

(5) Includes associated rights to purchase a fraction of a share of Series A Preferred Stock.

(6) Includes such indeterminate number of shares of Common Stock, such indeterminate number of shares of Preferred Stock, such indeterminate principal amount of Debt Securities, such indeterminate number of Warrants, such indeterminate number of Purchase Contracts, such indeterminate number of Units, and such indeterminate amount of securities as may be issued upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities (including any securities issuable upon stock splits and similar transactions pursuant to Rule 416 under the Securities Act) as may be offered pursuant to this Registration Statement.

(7) Includes such indeterminate number of Depositary Shares as may be evidenced by Depositary Receipts issued pursuant to one or more Deposit Agreements. In the event the Registrant elects to offer to the public fractional interests in shares of the Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons acquiring such fractional interests and the shares of Preferred Stock will be issued to a Depositary under a Deposit Agreement.

(8) We are registering an indeterminate amount of Guarantees of the Debt Securities referred to above by the Co-Registrants named herein. No additional consideration will be received for the Guarantees, if any, of the Debt Securities. Pursuant to Rule 457(n) under the Securities Act no additional filing fee is required in connection with such Guarantees of the Debt Securities.

(*) The following domestic direct and indirect subsidiaries of Triad Hospitals, Inc. are Co-Registrants for the purpose of providing guarantees, if any, of payments of Debt Securities registered hereunder and are, unless otherwise indicated, organized under the laws of the state of Delaware and have the I.R.S. Employer Identification Number indicated: Abilene Hospital, LLC (46-0496920); Abilene Merger, LLC (46-0496918); Alice Hospital, LLC (62-1762534); Alice Surgeons, LLC (62-1762533); American Health Facilities Development, LLC (62-1744953); APS Medical, LLC (62-176984); Arizona ASC Management, Inc., an Arizona corporation (62-1606155); Arizona DH, LLC (91-2065656); Arizona Medco, LLC (62-176946); ARMC, L.P. (46-0496933); Bluffton Health System LLC (62-1792272); Brazos Medco, LLC (62-1771852); Brazos Valley of Texas, L.P. (62-1766951); Brazos Valley Surgical Center, LLC (62-1766953); Brownwood Hospital, L.P. (62-1769646); Brownwood Medical Center, LLC (62-1762523); BVSC, LLC (62-1766949); Carlsbad Medical Center, LLC (62-1762526); Carolinas Medical Alliance, Inc., a South Carolina corporation (62-1671678); Claremore Physicians, LLC (62-1772261); Claremore Regional Hospital, LLC (62-1757649); Clinico, LLC (62-1771864); College Station Hospital, L.P. (62-1762360); College Station Medical Center, LLC (62-1762359); College Station Merger, LLC (62-1771861); Coronado Hospital, LLC (62-1762361); Coronado Medical, LLC (62-1769696); Crestwood Healthcare, L.P. (62-1647983); Crestwood Hospital & Nursing Home, Inc., an Alabama corporation (63-0478864); Crestwood Hospital Holdings, Inc., an Alabama corporation (62-1113742); CSDS, LLC (75-2828352); CSMC, LLC (62-1762362); Dallas PHY Service, LLC (62-1769544); Dallas Physician Practice, L.P. (62-1771848); Day Surgery, Inc., a Kansas corporation (48-0813816); Detar Hospital, LLC (62-1754943); DFW Physerv, LLC (62-1771842); E.D. Clinics, LLC (62-1762068); El Dorado Medical Center, LLC (62-1754930); Eye Institute of Southern Arizona, LLC (62-1772259); Frankfort Health Partner, Inc., an Indiana corporation (35-2009540); Gadsden Regional Primary Care, Inc., an Alabama corporation (63-1141940); Gaslight ASC-GP, LLC (43-1965601); GCMC, LLC (62-1762372); GH Texas, LLC (62-1766932); GHC Hospital, LLC (62-1757667); GRB Real Estate, LLC (75-2887762); Greenbrier VMC, LLC (75-28721745); Gulf Coast Hospital, L.P. (62-1762373); Gulf Coast Medical Center, LLC (62-1762374); Hattiesburg ASC-GP, LLC (62-1830299); HDP Woodland Heights, L.P. (62-1767909); HDP Woodland Property, LLC (62-1767906); HDPWH, LLC (62-1767914); Hobbs Medco, LLC (62-1769641); Hobbs Physician Practice, LLC (62-1762073); IOM Health System, L.P., an Indiana corporation (35-1963748); IRHC, LLC (62-1762415); Kensingcare, LLC (62-1769731); Lake Area Physician Services, L.L.C. (75-2864057); Las Cruces Medical Center, LLC (75-2905434); Lea Regional Hospital, LLC (62-1760149); Longview Medical Center, L.P. (62-1762420); Longview Merger, LLC (62-1769639); LRH, LLC (62-1762421); LS Psychiatric, LLC (75-2828353); Madison’s Hospital, LLC, an Alabama limited liability company (04-3715534); Medical Center at Terrell, LLC (62-1760814); Medical Center of Brownwood, LLC (62-1762425); Medical Holdings, Inc., a Kansas corporation (62-1755733); Medical Management, Inc., a Kansas corporation (48-0922165); Medical Park Hospital, LLC (62-1762426); Medical Park MSO, LLC (62-1762078); Missouri HealthServ, LLC (62-1769689); MMC of Nevada, LLC (42-1543617); Navarro Hospital, L.P. (62-1762428); Navarro Regional, LLC (62-1762429); NC-CSH, Inc., a California corporation (95-4443580); NC-DSH, Inc., a Nevada corporation (88-0305790); NC-SCHI, Inc., a Georgia corporation (58-2068562); Northwest Hospital, LLC (62-1762430); Northwest Physicians, LLC, an Arkansas limited liability company (62-1681750); Northwest Rancho Vistoso Imaging Services, LLC (75-2894366); NRH, LLC (62-1762431); OPRMC, LLC (62-1762432); Oregon Healthcorp, LLC (62-1769632); Pacific East Division Office, L.P. (62-1772258); Pacific Group ASC Division, Inc., an Arizona corporation (62-1763604); Pacific Physicians Service, LLC (62-1763392); Pacific

West Division Office, LLC (75-2828365); Pampa Hospital, L.P. (62-1762437); Pampa Medical Center, LLC (62-1762440); PDMC, LLC (62-1762448); Pecos Valley of New Mexico, LLC (62-1766959); Phoenix Surgical, LLC (62-1769652); Physicians and Surgeons Hospital of Alice, L.P. (62-1762451); Phys-Med, LLC (62-1769748); Piney Woods Healthcare System, L.P. (62-1762559); Primary Medical, LLC (62-1769733); Procure Solutions, LLC (62-1816477); QHG Georgia Holdings, Inc., a Georgia corporation (58-2386459); QHG Georgia, LP, a Georgia limited partnership (58-2387459); QHG of Alabama, Inc., an Alabama corporation (62-1491803); QHG of Barberton, Inc., an Ohio corporation (31-1472381); QHG of Bluffton, Inc., an Indiana corporation (62-1792274); QHG of Enterprise, Inc., an Alabama corporation (63-1159023); QHG of Forrest County, Inc., a Mississippi corporation (62-1704095); QHG of Fort Wayne, Inc., an Indiana corporation (35-1946949); QHG of Gadsden, Inc., an Alabama corporation (63-1102774); QHG of Hattiesburg, Inc., a Mississippi corporation (62-1704097); QHG of Indiana, Inc., an Indiana corporation (35-1946948); QHG of Jacksonville, Inc., an Alabama corporation (62-1637909); QHG of Lake City, Inc., a South Carolina corporation (57-1022325); QHG of Massillon, Inc., an Ohio corporation (31-1472380); QHG of Ohio, Inc., an Ohio corporation (62-1482681); QHG of South Carolina, Inc., a South Carolina corporation (62-1587267); QHG of Spartanburg, Inc., a South Carolina corporation (57-1040117); QHG of Springdale, Inc., an Arkansas corporation (62-1755664); QHG of Texas, Inc., a Texas corporation (62-1472331); QHG of Warsaw, Inc., an Indiana corporation (62-1764509); QHR International, LLC (62-1799409); Quorum ELF, Inc. (52-2064049); Quorum Health Group of Vicksburg, Inc., a Tennessee corporation (62-1437734); Quorum Health Resources, LLC (62-1742954); Quorum Health Services, Inc. (51-0370595); Quorum, Inc. (51-0327978); Regional Hospital of Longview, LLC (62-1762464); Rehab Hospital of Fort Wayne General Partnership (25-1684676); SACMC, LLC (62-1762472); San Angelo Community Medical Center, LLC (62-1762473); San Angelo Hospital, L.P. (62-1762476); San Angelo Medical, LLC (62-1769697); San Leandro Hospital, L.P. (62-1762479); San Leandro Medical Center, LLC (62-1762481); San Leandro, LLC (62-1761996); SLH, LLC (62-1762489); Software Sales Corp., a Tennessee corporation (62-1648746); South Alabama Managed Care Contracting, Inc., an Alabama corporation (62-1652849); South Alabama Medical Management Services, Inc., an Alabama corporation (62-1655072); South Alabama Physician Services, Inc., an Alabama corporation (62-1652851); South Arkansas Clinic, LLC (62-1766959); SouthCrest, L.L.C., an Oklahoma limited liability company (62-1723864); Southern Texas Medical Center, LLC (62-1769737); Sprocket Medical Management, Inc., a Texas corporation (62-1748895); St. Joseph Health System LLC (51-0382045); St. Joseph Medical Group, Inc., an Indiana corporation (35-2082181); Surgicare of Independence, Inc., a Missouri corporation (62-1615259); Surgicare of San Leandro, Inc., a California corporation (62-1272726); Surgicare of Victoria, Inc., a Texas corporation (74-2283161); Surgicare Outpatient Center of Lake Charles, Inc., a Louisiana corporation (72-0958812); Surgicenter of Johnson County, Inc., a Kansas corporation (95-3978676); Surgicenters of America, Inc., an Arizona corporation (86-0254331); Terrell Hospital, L.P. (62-1754939); Terrell Medical Center, LLC (62-1754941); The Intensive Resource Group, LLC (62-1744954); Triad Corporate Services, Limited Partnership (62-1754941); Triad CSGP, LLC (62-1779579); Triad CSLP, LLC (62-1779578); Triad Holdings II, LLC (62-1778735); Triad Holdings III, Inc. (75-2821745); Triad RC, Inc. (62-1761941); Triad Texas, LLC (62-1766930); Triad-Arizona I, Inc., an Arizona corporation (62-1687283); Triad-ARMC, LLC (46-0496926); Triad-Denton Hospital GP, LLC (75-2887764); Triad-Denton Hospital, L.P. (75-2887765); Triad-El Dorado, Inc., an Arkansas corporation (62-1628508); Triad-Medical Center at Terrell Subsidiary, LLC, a Texas limited liability company (62-1681607); Triad-Navarro Regional Hospital Subsidiary, LLC, a Texas limited liability company (62-1681610); Triad-South Tulsa Hospital Company, Inc., an Oklahoma corporation (62-1678883); Triad-Willow Creek, LLC (04-3686399); Tri-Shell 1 Inc. (02-0645469); Tri-Shell 2 Inc. (02-0645477); Tri-Shell 3 Inc. (73-1659554); Tri-Shell 4 Inc. (73-1659555); Tri-Shell 5 Inc. (73-1659556); Tri-Shell 6 Inc. (73-1659557); Tri-Shell 7 Inc. (73-1659558); Tri-Shell 8 Inc. (73-1659560); Tri-Shell 9 Inc. (52-2379808); Tri-Shell 10 Inc. (52-2379811); Tri-Shell 11 Inc. (52-2379816); Tri-Shell 12 Inc. (55-0799011); Tri-Shell 13 Inc. (55-0799014); Tri-Shell 14 Inc. (55-0799016); Tri-Shell 15 Inc. (55-0799018); Tri-Shell 16 LLC (62-1772323); Tri-Shell 17 LLC (62-1762531); Tri-Shell 18 LLC (62-1771847); Tri-Shell 19 LLC (62-1762363); Tri-Shell 20 LLC (62-1766957); Tri-Shell 21 LLC (62-1769644); Tri-Shell 22 LLC (62-1762369); Tri-Shell 23 LLC (62-1762371); Tri-Shell 24 LLC (62-1762376); Tri-Shell 25 LLC (62-1762377); Tri-Shell 26 LLC (62-1762412); Tri-Shell 27 LLC (62-1761990); Tri-Shell 28 LLC (62-1762418); Tri-Shell 29 LLC (62-1762423); Tri-Shell 30 LLC (62-1762424); Tri-Shell 31 LLC (62-1769635); Tri-Shell 32 LLC (62-1771866); Tri-Shell 33 LLC (81-0572898); Tri-Shell 34 LLC (62-1769627); Tri-Shell 35 LLC (62-1762445); Tri-Shell 36 LLC (62-1769626); Tri-Shell 37 LLC (62-1757659); Tri-Shell 38 LLC (62-1762460); Tri-Shell 39 LLC (62-1766954); Tri-Shell 40 LLC (62-1762465); Tri-Shell 41 LLC (62-1767888); Tri-Shell 42 LLC (81-0572897); Tri-Shell 43 LLC (81-0572900); Tri-Shell 44 LLC (81-0572901); Tri-Shell 45 LLC (81-0572902); Tri-Shell 46 LLC (62-1772265); Tri-Shell 47 LLC (52-2379856); Tri-Shell 48 LLC (52-2379870); Tri-Shell 49 LLC (52-2379875); Tri-Shell 50 LLC (52-2379881); Tri-Shell 51 LLC (52-2379885); Tri-Shell 52 LLC (52-2379890); Tri-Shell 53 LLC (55-0799021); Tri-Shell 54 LLC (55-0799022); Tri-Shell 55 LLC (55-0799025); Tri-Shell 56 LLC (55-0799027); Tri-Shell 57 LLC (55-0799029); Tri-Shell 58 LLC (55-0799030); Tri-Shell 59 LLC (47-0890486); Tri-Shell 60 LLC (47-0890489); Tri-Shell 61 LLC (47-0890490); Tri-Shell 62 LLC (47-0890492); Tri-Shell 63 LLC (47-0890494); Tri-Shell 64 LLC (47-0890495); Tri-Shell 65 LLC (47-0890496); Tri-Shell 66 L.P. (62-1762370); Tri-Shell 67 L.P. (62-1762388); Tri-Shell 68 L.P. (62-1762413); Tri-Shell 69 L.P. (36-4508807); Tri-Shell 70 L.P. (35-2183081); Tri-Shell 71 L.P. (32-0034459); Tri-Shell 72 L.P. (38-3661393); Tri-Shell 73 L.P. (61-1427236); Tri-Shell 74 L.P. (37-1444164); Tri-Shell 75 L.P. (76-0715223); Tri-Shell 76 L.P. (76-0715229); Tri-Shell 77 L.P. (76-0715233); Tri-Shell 78 L.P. (76-0715234); Tri-Shell 79 L.P. (76-0715236); Tri-Shell 80 L.P. (76-0715237); Tri-Shell 81 L.P. (16-1630962); Tri-Shell 82 L.P. (16-1630965); Tri-Shell 83 L.P. (16-1630970); Tri-Shell 84 L.P. (16-1630973); Tri-Shell 85 L.P. (16-1630975); TROSCO, LLC (62-1778109); Trufor Pharmacy, LLC (62-1769732); VFARC, LLC (75-2828355); VHC Holdings, LLC (75-2828356); VHC Medical, LLC (62-1769671); Victoria Hospital, LLC (62-1760818); Victoria of Texas, L.P. (62-1754940); VMF Medical, LLC (75-2828362); WAMC, LLC (62-1762544); Warsaw Health System LLC (62-1764613); Wesley Health System LLC (52-050792); Wesley HealthTrust, Inc. (64-0873336); West Virginia MS, LLC (75-2887763); Wharton Medco, LLC (62-1769651); WHMC, LLC (62-1762551); Willamette Valley Clinics, LLC (62-1766695); Willamette Valley Medical Center, LLC (62-1762552); WM Medical, LLC (75-2828363); Women & Children’s Hospital, LLC (62-1762556); and Woodland Heights Medical Center, LLC (62-1762558).

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. TRIAD HOSPITALS, INC. MAY NOT SELL THESE SECURITIES UNTIL THE  REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED OCTOBER 9, 2002

PROSPECTUS

TRIAD HOSPITALS, INC.

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

DEBT SECURITIES

WARRANTS

PURCHASE CONTRACTS

UNITS

We may offer from time to time the following types of securities:

• shares of our common stock;

• shares of our preferred stock, which may be issued in the form of depositary receipts representing a fraction of a share of preferred stock;

• our debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case consisting of notes or other evidences of indebtedness;

• warrants to purchase any of the other securities that may be sold under this prospectus;

• purchase contracts to acquire any of the other securities that may be sold under this prospectus; or

• any combination of these securities, individually or as units.

The securities will have an aggregate initial offering price of up to $800,000,000 or an equivalent amount in U.S. dollars if any securities are denominated in a currency other than U.S. dollars. The securities may be offered separately or together in any combination and as a separate series. This prospectus also covers guarantees, if any, of our payment obligations under any debt securities, which may be given by certain of our subsidiaries, on terms to be determined at the time of the offering.

We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest.

Our common stock is traded on the New York Stock Exchange under the symbol “TRI.”

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES     COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with our agents, dealers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents, dealers or underwriters. If any agents, dealers or underwriters are involved in the sale of any securities, the relevant prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the relevant prospectus supplement.

This prospectus may not be used to consummate sales of securities unless accompanied by the applicable prospectus supplement.

The date of this prospectus is                 , 2002.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	3
RISK FACTORS	4
OUR COMPANY	4
USE OF PROCEEDS	5
RATIO OF EARNINGS TO FIXED CHARGES	5
ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENT	6
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS	7
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL	11
DESCRIPTION OF COMMON STOCK	11
DESCRIPTION OF PREFERRED STOCK	13
DESCRIPTION OF DEPOSITARY SHARES	16
DESCRIPTION OF DEBT SECURITIES	19
DESCRIPTION OF WARRANTS	29
DESCRIPTION OF PURCHASE CONTRACTS	30
DESCRIPTION OF UNITS	31
PLAN OF DISTRIBUTION	31
WHERE YOU CAN FIND MORE INFORMATION	33
LEGAL MATTERS	34
EXPERTS	34

We have not authorized any person to give any information or to make any representation in connection with this offering other than those contained or incorporated by reference in this prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell nor a solicitation of an offer to buy by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make the offer or solicitation. Neither the delivery of this prospectus nor any sale under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus, that the information contained in this prospectus is correct as of any time subsequent to its date, or that any information incorporated by reference in this prospectus is correct as of any time subsequent to its date.

2

FORWARD-LOOKING STATEMENTS

This prospectus contains disclosures which are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations and our future financial condition and results. These factors include, but are not limited to:

• the highly competitive nature of the health care business;

• the efforts of insurers, health care providers and others to contain health care costs;

• possible changes in the Medicare and Medicaid programs that may limit reimbursements to health care providers and insurers;

• changes in Federal, state or local regulations affecting the health care industry;

• the possible enactment of Federal or state health care reform;

• our ability to attract and retain qualified management and personnel, including physicians and nurses;

• the departure of key executive officers from Triad;

• claims and legal actions relating to professional liabilities and other matters;

• fluctuations in the market value of our common stock;

• changes in accounting practices;

• changes in general economic conditions;

• future acquisitions or divestitures which may result in additional charges;

• our ability to enter into managed care provider arrangements on acceptable terms;

• the availability and terms of capital to fund the expansion of our business;

• changes in business strategy or development plans;

• our ability to obtain adequate levels of general and professional liability insurance;

• potential adverse impact of known and unknown government investigations;

• timeliness of reimbursement payments received under government programs; and

• other risk factors described herein and in any applicable prospectus supplement.

As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by us or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this prospectus or in any prospectus supplement. We do not undertake any obligation to update publicly or revise any forward-looking statements.

3

RISK FACTORS

An investment in our securities involves a degree of risk. In addition to the other information included and incorporated by reference in this prospectus, you should carefully consider the risk factors and other information included and incorporated by reference in the applicable prospectus supplement when determining whether or not to purchase the securities offered under this prospectus and the applicable prospectus supplement.

OUR COMPANY

We are one of the largest publicly owned hospital companies in the United States and provide health care services through hospitals and ambulatory surgery centers that we own and operate in small cities and selected urban markets primarily in the southern, midwestern and western United States. Our hospital facilities include 48 general acute care hospitals and 14 ambulatory surgery centers located in the states of Alabama, Arizona, Arkansas, California, Indiana, Kansas, Louisiana, Mississippi, Missouri, New Mexico, Ohio, Oklahoma, Oregon, South Carolina, Texas and West Virginia. One hospital included among these facilities is operated through a 50/50 joint venture that is not consolidated for financial reporting purposes. We are also a minority investor in three joint ventures that own seven general acute care hospitals in Georgia and Nevada. Through our wholly owned subsidiary, Quorum Health Resources, LLC (“QHR”), we also provide management and consulting services to independent general acute care hospitals located throughout the United States.

Our general acute care hospitals typically provide a full range of services commonly available in hospitals, such as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics, obstetrics, diagnostic and emergency services. These hospitals also generally provide outpatient and ancillary health care services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. Outpatient services also are provided by ambulatory surgery centers that we operate. In addition, some of our general acute care hospitals have a limited number of licensed psychiatric beds and provide psychiatric skilled nursing services.

In addition to providing capital resources and general management, we make available a variety of management services to our health care facilities. These services include ethics and compliance programs, national supply and equipment purchasing and leasing contracts, accounting, financial and clinical systems, governmental reimbursement assistance, information systems, legal support, personnel management, internal audit, access to regional managed care networks, resource management, and strategic and business planning.

Our principal executive offices are located at 13455 Noel Road, 20th Floor, Dallas, Texas 75240, and our phone number is (972) 789-2700. Our corporate website address is http://www.triadhospitals.com. Information contained on our website is not part of this prospectus.

4

USE OF PROCEEDS

Unless we indicate otherwise in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include, but not be limited to, refinancing of indebtedness, working capital, capital expenditures, acquisitions and repurchases and redemptions of securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated:

	Year Ended December 31,					Six Months Ended June 30,
	1997	1998	1999	2000	2001	2001	2002
Ratio of earnings to fixed charges(1)(2)	—	—	—	1.3x	1.3x	1.0x	2.5x

(1) Our earnings were insufficient to cover fixed charges for the years ended December 31, 1997, 1998 and 1999 by $15.1 million, $115.6 million and $112.4 million, respectively.

(2) Our ratios of earnings to combined fixed charges and preferred stock dividends for the periods indicated above are the same as our ratios of earnings to fixed charges set forth above because we had no shares of preferred stock outstanding during the periods indicated and currently have no shares of preferred stock outstanding.

5

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENT

We adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), on January 1, 2002. Under SFAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. Goodwill is reviewed at the reporting unit level, which is defined in SFAS 142 as an operating segment or one level below an operating segment. We have determined that the reporting units for our owned operations segment will be at the division level, which is one level below the segment. We completed the required transitional impairment test for SFAS 142 adoption purposes and determined that the change in impairment testing did not have an impact on our results of operations or financial position.

As required by SFAS 142, results of operations for the years ended December 31, 2001, 2000 and 1999, respectively, have not been restated for the change in goodwill amortization. The following table sets forth the effect on net income and earnings per share excluding goodwill amortization which was recognized in the years ended December 31, 2001, 2000 and 1999, respectively.

	For the Years Ended December 31,
(Dollars in millions, except per share amounts)	2001			2000		1999
Income (loss) from operations, as reported	$	6.0		$	4.4	$	(95.6)
Add back goodwill amortization, net of income tax		29.7			6.3		8.0
Adjusted income (loss) from operations		35.7			10.7		(87.6)
Extraordinary loss on retirement of debt		(3.2)			—		—
Adjusted net income (loss)	$	32.5		$	10.7	$	(87.6)
Income (loss) per share
Basic
Income (loss) from operations, as reported	$	0.10		$	0.14	$	(3.12	)
Goodwill amortization, net of income tax		0.51			0.20		0.26
Adjusted income (loss) from operations		0.61			0.34		(2.86	)
Extraordinary loss on retirement of debt		(0.06	)		—		—
Adjusted net income (loss)	$	0.55		$	0.34	$	(2.86	)
Diluted
Income (loss) from operations, as reported	$	0.10		$	0.13	$	(3.12	)
Goodwill amortization, net of income tax		0.49			0.18		0.26
Adjusted income (loss) from operations		0.59			0.31		(2.86	)
Extraordinary loss on retirement of debt		(0.05	)		—		—
Adjusted net income (loss)	$	0.54		$	0.31	$	(2.86	)

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

On April 27, 2001, we completed the previously announced merger of Quorum Health Group, Inc. (“Quorum”) with and into us with our company being the surviving corporation. The merger was accounted for under the purchase method of accounting and the results of operations for Quorum are included in our results of operations beginning May 1, 2001. The purchase price was allocated to assets acquired and liabilities assumed, which means that for accounting and financial reporting purposes the assets and liabilities of Quorum were recorded on our books at their fair market values, with the excess, if any, allocated to goodwill. We were the acquiror for accounting purposes based on several considerations, including, in particular, that after the merger the former Quorum stockholders would not be able to replace a majority of our board of directors until at least the 2003 annual meeting of stockholders.

Under the terms of the merger agreement, Quorum stockholders were entitled to receive $3.50 in cash and 0.4107 of a share of our common stock for each outstanding share of Quorum common stock, plus cash in lieu of any fractional shares of our common stock. In addition, each outstanding option to purchase shares of Quorum common stock, whether or not vested or exercisable, was converted at the holder’s election into either a fully vested and exercisable option to purchase shares of our common stock or cash and shares of our common stock. We issued 35,786,380 shares of our common stock, paid $305.0 million in cash and issued 1,638,479 options to Quorum optionholders in connection with the merger. The purchase price for the merger was determined using the average stock price at the time the merger was announced, cash paid, fair value of options converted and direct costs associated with the merger.

We have presented the unaudited pro forma condensed combined statements of operations to provide you with a better picture of what our businesses might have looked like had they been combined on January 1, 2001, i.e., giving effect to, among other things, the merger of Quorum into our company as if it had occurred on January 1, 2001.

This information should be read in conjunction with the:

• Accompanying notes to the Unaudited Pro Forma Condensed Combined Statements of Operations;

• Separate historical financial statements of our company for the year ended December 31, 2001, which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and are incorporated by reference in this prospectus; and

• Separate historical financial statements of Quorum for the nine months ended March 31, 2001, which are contained in our Registration Statement on Form S-4 dated July 16, 2001, as amended and are incorporated by reference in this prospectus.

Quorum’s unaudited four months ended April 30, 2001 results of operations were derived from Quorum’s consolidated financial statements for the three months ended March 31, 2001 and Quorum’s consolidated statements of operations for the one month ended April 30, 2001.

The pro forma data is not necessarily indicative of the financial position and results of operations that would have been achieved had the merger been consummated on the dates indicated or of future operations of the combined company.

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UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENTS OF OPERATIONS

For the Twelve Months Ended December 31, 2001

(Dollars in millions, except per share amounts)

	Triad Historical			Quorum Historical			Pro Forma Adjustments			Pro Forma
Revenues	$	2,669.5		$	631.7		$	—		$	3,301.2
Operating expenses:
Salaries and benefits		1,128.5			276.7			(6.3	)(a)		1,398.9
Reimbursable expenses		41.6			21.4			—			63.0
Supplies		411.2			96.3			—			507.5
Other operating expenses		501.7			122.0			(3.2	)(b)		620.5
Provision for doubtful accounts		239.9			43.4			—			283.3
Depreciation		134.4			32.3			(8.3	)(c)		158.4
Amortization		35.7			2.5			10.8	(c)		49.0
Interest expense, net		126.0			19.6			18.9	(d)		164.5
Government settlements, investigation, litigation, strategic alternatives and merger related costs		—			17.5			—			17.5
Non-cash stock compensation		—			2.6			—			2.6
ESOP expense		9.3			—			—			9.3
Gain on sale of assets		(23.1	)		—			—			(23.1	)
Impairment of long-lived assets		23.1			—			—			23.1
Total operating expenses		2,628.3			634.3			11.9			3,274.5
Income (loss) from operations before minority interests, equity in earnings and income tax provision		41.2			(2.6	)		(11.9	)		26.7
Minority interests		(7.2	)		1.3			—			(5.9	)
Equity in earnings of affiliates		14.5			6.4			—			20.9
Income from operations before income tax provision		48.5			5.1			(11.9	)		41.7
Income tax provision		(42.5	)		(3.0	)		5.3	(e)		(40.2	)
Income from operations	$	6.0		$	2.1		$	(6.6	)	$	1.5
Income from operations per share:
Basic	$	0.1	0	$	0.0	3				$	0.0	2
Diluted	$	0.1	0	$	0.0	3				$	0.0	2
Shares used in basic earnings per share calculations(f)		57,658,685			71,900,000						68,728,596
Shares used in diluted earnings per share calculations(f)		61,055,694			73,636,000						72,125,605

The accompanying notes are an integral part of the unaudited pro forma condensed combined statements of operations.

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NOTES TO UNAUDITED PRO FORMA

CONDENSED COMBINED STATEMENTS OF OPERATIONS

1.    Basis of Presentation

The pro forma condensed combined statements of operations reflect the combination of historical financial information of our company and Quorum and the pro forma adjustments described in Note 2.

2.    Pro Forma Adjustments

(a) To adjust operating expenses for periods prior to the merger for estimated decreases in corporate overhead. Approximately 140 positions were eliminated at the Quorum corporate office for an estimated annual savings of $31.4 million. Additionally, approximately 48 new positions were created at our corporate office for an estimated annual cost of $12.4 million.

(b) To eliminate the Quorum Synthetic Lease Expense due to the purchase of the related assets as part of the merger on April 27, 2001.

(c) To adjust depreciation and goodwill amortization for the periods prior to the merger to reflect the allocation of the purchase price. The average estimated depreciable lives on the fixed assets acquired are 13.1 years. Goodwill was being amortized on a straight line basis over 30 years.

(d) To adjust interest expense at a composite annual rate of 8.9% on incremental indebtedness of $1,294.7 million incurred on April 27, 2001.

(e) To adjust income tax provision for the estimated impact of the pro forma adjustments.

(f) To increase our weighted average shares by 35,786,380 shares of stock issued in connection with the merger.

3.    Adoption of Goodwill Accounting Standard

We adopted SFAS 142 on January 1, 2002. Under SFAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but reviewed for impairment annually, or more frequently if certain indicators arise. Goodwill is reviewed at the reporting unit level, which is defined in SFAS 142 as an operating segment or one level below an operating segment. We have determined that the reporting units for our owned operations segment will be at the division level, which is one level below the segment. We completed the required transitional impairment test for SFAS 142 adoption purposes and determined that the change in impairment testing did not have an impact on our results of operations or financial position.

As required by SFAS 142, pro forma results of operations for the twelve months ended December 31, 2001 have not been restated for the change in goodwill amortization. The following table sets forth the effect on net income and earnings per share excluding goodwill amortization which was recognized in the twelve months ended December 31, 2001.

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	For the Twelve Months Ended December 31, 2001
(Dollars in millions, except per share amounts)
Pro forma income from operations, as reported	$	1.50
Add back pro forma goodwill amortization, net of income tax		40.40
Adjusted pro forma income from operations	$	41.90
Income per share
Basic
Pro forma income from operations, as reported	$	0.02
Pro forma goodwill amortization, net of income tax		0.59
Adjusted pro forma income from operations	$	0.61
Diluted
Pro forma income from operations, as reported	$	0.02
Pro forma goodwill amortization, net of income tax		0.56
Adjusted pro forma income from operations	$	0.58

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GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL

We, directly or through agents, dealers or underwriters that we may designate, may offer and sell, from time to time, up to $800,000,000 (or the equivalent in one or more foreign currencies or currency units) aggregate initial offering price of:

• shares of our common stock;

• shares of our preferred stock, which may be issued in the form of depositary receipts representing a fraction of a share of preferred stock;

• our debt securities, in one or more series, which may be senior debt securities or subordinated debt securities, in each case consisting of notes or other evidences of indebtedness, and which may be guaranteed by certain of our subsidiaries;

• warrants to purchase any of the other securities that may be sold under this prospectus;

• purchase contracts to acquire any of the other securities that may be sold under this prospectus; or

• any combination of these securities, individually or as units.

We may offer and sell these securities either individually or as units consisting of one or more of these securities, each on terms to be determined at the time of sale. We may issue debt securities and/or preferred stock that are exchangeable for and/or convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be delivered with this prospectus, which will describe the terms of the offering and sale of the offered securities.

DESCRIPTION OF COMMON STOCK

Our authorized capital stock consists of 120,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. We describe the preferred stock under the heading “Description of Preferred Stock” below.

This section summarizes the general terms of our common stock that we may offer. The prospectus supplement relating to the common stock offered will state the number of shares offered, the initial offering price and the market price, dividend information and any other relevant information. The summaries in this section and the prospectus supplement do not describe every aspect of the common stock. When evaluating the common stock, you should also refer to all of the provisions of our charter, our bylaws and the Delaware General Corporation Law (“DGCL”). Our charter and bylaws are incorporated by reference in the registration statement.

Terms of the Common Stock

As of August 31, 2002, there were 74,460,767 shares of common stock issued and outstanding and 9,629,211 shares of common stock reserved for issuance upon the exercise of options issued and outstanding pursuant to our stock option plans.

Holders of our common stock are entitled to one vote for each share on all matters voted on by the stockholders, and are not entitled to accumulate votes for the election of directors. Subject to any preferences that may be applicable to any outstanding preferred stock, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Holders of our common stock have no preemptive, conversion or other subscription rights, other than the preferred stock purchase rights described below, and there are no redemption or sinking fund provisions applicable to our common stock.

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Transfer Agent and Registrar

The transfer agent and registrar for our common stock is National City Bank, Shareholder Services Group, P.O. Box 92301, Cleveland, Ohio, 44193-0900.

Preferred Stock Purchase Rights

We have adopted a stockholders’ rights plan, pursuant to which each outstanding share of our common stock is accompanied by one preferred stock purchase right. The rights become operative 10 days after public announcement that a person or group of persons has acquired beneficial ownership of 15% or more of our outstanding common stock, or the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of persons of 15% or more of our outstanding common stock. The rights will expire on May 7, 2009, unless the expiration date is extended or unless the rights are earlier redeemed or exchanged by us. Until a right is exercised, the holder thereof, as such, will have no rights as a stockholder of ours, including, without limitation, the right to vote or to receive dividends.

If the rights become exercisable, each right entitles the holder to purchase from us one one-thousandth of a share of Series A Preferred Stock at a price of $90 per one one-thousandth of a share, subject to adjustment. Each share of Series A Preferred Stock will be entitled, when, as and if declared, to a preferential quarterly dividend payment in an amount equal to the greater of $10 or 1,000 times the aggregate of all dividends declared per share of our common stock. In the event of our liquidation, dissolution or winding up, the holders of Series A Preferred Stock will be entitled to a minimum preferential liquidation payment equal to $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, but will be entitled to an aggregate payment of 1,000 times the payment made per share of our common stock. Each share of Series A Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of our stockholders. In the event of any consolidation, merger, combination or other transaction in which shares of our common stock are exchanged, each share of Series A Preferred Stock will be entitled to receive 1,000 times the aggregate amount of stock, securities, cash and/or other property (payable in kind) as the case may be, into which or for which each share of our common stock is changed or exchanged.

In addition, the rights plan allows holders of the rights to purchase shares of the acquiring person’s stock at a discount if we are acquired or 50% or more of our consolidated assets or earnings power is transferred to an acquiring person.

Certain Anti-Takeover Provisions

General.    Certain provisions of our charter and the DGCL could make it more difficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our board of directors. The provisions described below may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt which is unfair to our stockholders. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our charter and the DGCL.

Our board of directors has no present intention to introduce additional measures that might have an anti-takeover effect; however, our board of directors expressly reserves the right to introduce these measures in the future.

Business Combinations.    We are subject to Section 203 of the DGCL. Section 203 of the DGCL restricts a wide range of transactions (“business combinations”) between a corporation and an interested stockholder. An “interested stockholder” is, generally, any person who beneficially owns, directly or indirectly, 15% or more of the corporation’s outstanding voting stock. Business combinations are broadly defined to include (i) mergers or consolidations with, (ii) sales or other dispositions of more than 10% of the corporation’s assets to, (iii) certain

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transactions resulting in the issuance or transfer of any stock of the corporation or any subsidiary to, (iv) certain transactions resulting in an increase in the proportionate share of stock of the corporation or any subsidiary owned by, or (v) receipt of the benefit (other than proportionately as a stockholder) of any loans, advances or other financial benefits by an interested stockholder. Section 203 provides that an interested stockholder may not engage in a business combination with the corporation for a period of three years from the time of becoming an interested stockholder unless (a) the board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder prior to the time that person became an interested stockholder; (b) upon consummation of the transaction which resulted in the person becoming an interested stockholder, that person owned at least 85% of the corporation’s voting stock (excluding shares owned by persons who are directors and also officers and shares owned by certain employee stock plans); or (c) the business combination is approved by the board of directors and authorized by the affirmative vote of at least 66 ²/3% of the outstanding voting stock not owned by the interested stockholder.

Board of Directors.    Our charter provides that the board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as reasonably possible and with the term of each class expiring in a different year. Our charter also provides that the number of directors will be fixed from time to time by action of not less than a majority of the board of directors then in office, but in no event will the number of directors be less than three nor more than 15. Any vacancies (including newly-created directorships) will be filled only by the affirmative vote of a majority of the remaining directors, whether or not they constitute a quorum of directors. Directors appointed to fill vacancies created by the resignation or termination of a director will serve the remainder of the term of the resigning or terminated director. Under Delaware law, stockholders may remove members of a classified board only for cause.

Stockholder Actions and Special Meetings.    Our charter provides that stockholder action can be taken only at an annual or special meeting of stockholders and prohibits stockholder action by written consent in lieu of a meeting. Our charter also provides that special meetings of stockholders can be called only by the Chairman of the Board or the Chief Executive Officer, in either of their discretion or at the written request of a majority of the board of directors. Stockholders are not permitted to call a special meeting or to require that the board of directors call a special meeting of stockholders. The business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of meeting given by us.

Fair Price Provision.    Our charter contains a “fair price” provision, requiring that, in addition to any other vote required by our charter or the DGCL, certain proposed business combinations between a related party (a beneficial owner of 10% or more of the voting power of all of the outstanding shares of our voting stock) and us must be approved by the holders of not less than 85% of the voting power of all of the outstanding shares of voting stock held by stockholders other than the related person, unless fair price and procedural requirements are met or unless the business combination is approved by the affirmative vote of at least 66 ²/3% of the continuing directors who are not affiliated with the related party. An amendment of the fair price provision included in our charter requires the approval of 66 ²/3% of the directors then in office and the affirmative vote of 85% of the voting power of all of the outstanding shares of our voting stock held by stockholders other than any related person, unless the amendment is approved by 66 ²/3% of the continuing directors.

DESCRIPTION OF PREFERRED STOCK

This section summarizes the general terms of the preferred stock that we may offer. The prospectus supplement relating to a particular series of preferred stock will describe the specific terms of that series, which may be in addition to or different from the general terms summarized in this section. The summaries in this section and the prospectus supplement do not describe every aspect of the preferred stock. If any particular terms of a series of preferred stock described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will be deemed to supersede the terms described in this prospectus. When evaluating the preferred stock, you also should refer to all of the provisions of our charter, the applicable certificate of designation for the offered series of preferred stock and the

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DGCL. The applicable certificate of designation will be filed as an exhibit to or incorporated by reference in the registration statement.

General

Our board of directors is authorized to issue shares of preferred stock, in one or more series or classes, and to fix for each series voting powers and those preferences and relative, participating, optional or other special rights and those qualifications, limitations or restrictions as are permitted by the DGCL.

Our board of directors is authorized to determine the terms for each series of preferred stock, and the prospectus supplement will describe the terms of any series of preferred stock being offered, including:

• the designation of the shares and the number of shares that constitute the series;

• the dividend rate (or the method of calculation thereof), if any, on the shares of the series and the priority as to payment of dividends with respect to other classes or series of our capital stock;

• the dividend periods (or the method of calculation thereof);

• the voting rights of the shares;

• the liquidation preference and the priority as to payment of the liquidation preference with respect to other classes or series of our capital stock and any other rights of the shares of the series upon our liquidation or winding up;

• whether or not and on what terms the shares of the series will be subject to redemption or repurchase at our option;

• whether and on what terms the shares of the series will be convertible into or exchangeable for other securities;

• whether depositary shares representing shares of the series of preferred stock will be offered and, if so, the fraction of a share of the series of preferred stock represented by each depositary share (see “Description of Depositary Shares” below);

• whether the shares of the series of preferred stock will be listed on a securities exchange;

• any special United States Federal income tax considerations applicable to the series; and

• the other rights and privileges and any qualifications, limitations or restrictions of the rights or privileges of the series.

Dividends

Holders of shares of preferred stock will be entitled to receive, when and as declared by our board of directors, dividends payable at the dates and at the rates, if any, per share per annum as set forth in the applicable prospectus supplement.

Unless otherwise set forth in the applicable prospectus supplement, each series of preferred stock will rank junior as to dividends to any preferred stock that may be issued in the future that is expressly senior as to dividends to that preferred stock. If we should fail at any time to pay accrued dividends on any senior shares at the time the dividends are payable, we may not pay any dividend on the junior preferred stock or redeem or otherwise repurchase shares of junior preferred stock until the accumulated but unpaid dividends on the senior shares have been paid or set aside for payment in full by us.

Unless otherwise set forth in the applicable prospectus supplement, no dividends (other than in common stock or other capital stock ranking junior to the preferred stock of any series as to dividends and upon liquidation) may be declared or paid or set aside for payment, nor may any other distribution be declared or made

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upon the common stock, or any of our other capital stock ranking junior to or on a parity with the preferred stock of that series as to dividends, nor may any common stock or any of our other capital stock ranking junior to or on a parity with the preferred stock of that series as to dividends be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any of that stock) by us (except by conversion into or exchange for other capital stock of ours ranking junior to the preferred stock of that series as to dividends) unless (i) if that series of preferred stock has a cumulative dividend, full cumulative dividends on the preferred stock of that series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for all past dividend periods and the then current dividend period and (ii) if such series of preferred stock does not have a cumulative dividend, full dividends on the preferred stock of such series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for the then current dividend period. However, any monies deposited in any sinking fund with respect to any preferred stock in compliance with the provisions of the sinking fund may be applied to the purchase or redemption of that preferred stock in accordance with the terms of the sinking fund, regardless of whether at the time of the application full dividends, including cumulative dividends, upon shares of the preferred stock outstanding on the last dividend payment date have been paid or declared and set apart for payment. In addition, any junior or parity preferred stock or common stock may be converted into or exchanged for our stock ranking junior to the preferred stock as to dividends.

The amount of dividends payable for the initial dividend period or any period shorter than a full dividend period will be computed on the basis of a 360-day year of twelve 30-day months, unless otherwise set forth in the applicable prospectus supplement. Accrued but unpaid dividends will not bear interest, unless otherwise set forth in the applicable prospectus supplement.

Convertibility

No series of preferred stock will be convertible into, or exchangeable for, other securities or property except as set forth in the applicable prospectus supplement.

Redemption and Sinking Fund

No series of preferred stock will be redeemable or receive the benefit of a sinking fund except as set forth in the applicable prospectus supplement.

Liquidation Rights

Unless otherwise set forth in the applicable prospectus supplement, in the event of our liquidation, dissolution or winding up, the holders of shares of each series of preferred stock are entitled to receive out of our assets available for distribution to stockholders, before any distribution of assets is made to holders of (i) any other shares of preferred stock ranking junior to that series of preferred stock as to rights upon liquidation, dissolution or winding up and (ii) shares of common stock, liquidating distributions per share in the amount of the liquidation preference specified in the applicable prospectus supplement for that series of preferred stock plus any dividends accrued and accumulated but unpaid to the date of final distribution; but the holders of each series of preferred stock will not be entitled to receive the liquidating distribution of, plus such dividends on, those shares until the liquidation preference of any shares of our capital stock ranking senior to that series of the preferred stock as to the rights upon liquidation, dissolution or winding up will have been paid (or a sum set aside therefor sufficient to provide for payment) in full. If upon our liquidation, dissolution or winding up, the amounts payable with respect to the preferred stock, and any other preferred stock ranking as to any distribution on a parity with the preferred stock are not paid in full, then the holders of the preferred stock and the other parity preferred stock will share ratably in any distribution of assets in proportion to the full respective preferential amount to which they are entitled. Unless otherwise specified in a prospectus supplement for a series of preferred stock, after payment of the full amount of the liquidating distribution to which they are entitled, the holders of

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shares of preferred stock will not be entitled to any further participation in any distribution of our assets. Neither a consolidation or merger of us with another corporation nor a sale of securities will be considered a liquidation, dissolution or winding up of us.

Voting Rights

The holders of each series or class of preferred stock we may issue will have no voting rights, except as required by law and as described below or in the applicable prospectus supplement. Our board of directors may, upon issuance of a series or class of preferred stock, grant voting rights to the holders of that series or class to elect additional board members if we fail to pay dividends in a timely fashion.

Without the affirmative vote of a majority of the shares of any class of preferred stock then outstanding, we may not:

• increase or decrease the aggregate number of authorized shares of that class;

• increase or decrease the par value of the shares of that class; or

• alter or change the powers, preferences or special rights of the shares of that class so as to affect them adversely.

If the amendment would adversely alter or change the powers, preferences or special rights of one or more series of a class of preferred stock, but not the entire class, then only the shares of the affected series will have the right to vote on the amendment.

Miscellaneous

The holders of our preferred stock will have no preemptive rights. All shares of preferred stock being offered by the applicable prospectus supplement will be fully paid and not liable to further calls or assessment by us. If we should redeem or otherwise reacquire shares of our preferred stock, then these shares will resume the status of authorized and unissued shares of preferred stock undesignated as to series, and will be available for subsequent issuance.

No Other Rights

The shares of a series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except as set forth above or in the applicable prospectus supplement, our charter or the applicable certificate of designation or as otherwise required by law.

Transfer Agent and Registrar

The transfer agent and registrar for each series of preferred stock will be designated in the applicable prospectus supplement.

DESCRIPTION OF DEPOSITARY SHARES

General

We may, at our option, elect to offer fractional shares rather than full shares of the preferred stock of a series. In the event that we exercise this option, we will issue receipts for depositary shares, each of which will represent a fraction (to be set forth in the prospectus supplement relating to a particular series of preferred stock) of a share of a particular series of preferred stock as described below.

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The shares of any series of preferred stock represented by depositary shares will be deposited under one or more deposit agreements among us, a depositary to be named in the applicable prospectus supplement, and the holders from time to time of depositary receipts issued thereunder. Subject to the terms of the applicable deposit agreement, each holder of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented thereby (including, as applicable, dividend, voting, redemption, subscription and liquidation rights).

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of the related series of preferred stock.

This section summarizes the general terms of the depositary shares that we may offer. The prospectus supplement relating to the depositary shares will describe the specific terms of the depositary shares which may be in addition to or different from the general terms summarized in this section. If any particular terms of the depositary shares or the deposit agreement described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. When evaluating the depositary shares and preferred stock, you also should refer to the applicable deposit agreement and depositary receipt. The applicable deposit agreement and depositary receipt will be filed as exhibits to the registration statement or incorporated by reference in the registration statement.

Immediately following our issuance of shares of a series of preferred stock that will be offered as fractional shares, we will deposit the shares with the depositary, which will then issue and deliver the depositary receipts to the purchasers thereof. Depositary receipts will only be issued evidencing whole depositary shares. A depositary receipt may evidence any number of whole depositary shares.

Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and such temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

The depositary will distribute all dividends or other distributions received in respect of the related series of preferred stock to the record holders of depositary shares relating to the series of preferred stock in proportion to the number of the depositary shares owned by the holders.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto in proportion to the number of depositary shares owned by the holders, unless the depositary determines that the distribution cannot be made proportionately among the holders or that it is not feasible to make the distributions, in which case the depositary may, with our approval, adopt any method it deems equitable and practicable for the purpose of effecting the distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at the place or places and upon those terms as it may deem proper.

Redemption of Depositary Shares

If any series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from any redemption, in whole or in part, of the series of the preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the series of the preferred stock. If we redeem shares of a series of preferred stock held by the depositary, the depositary will

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redeem as of the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. If less than all of the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or substantially equivalent method determined by the depositary.

After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon such redemption, upon surrender to the depositary of the depositary receipts evidencing the depositary shares. Any funds deposited by us with the depositary for any depositary shares that the holders thereof fail to redeem will be returned to us after a period of two years from the date the funds are so deposited.

Voting the Underlying Preferred Stock

Upon receipt of notice of any meeting at which the holders of any series of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares relating to the series of preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the related series of preferred stock) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of the series of preferred stock represented by that holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote or cause to be voted the number of shares of preferred stock represented by the depositary shares in accordance with the instructions, provided the depositary receives the instructions sufficiently in advance of the meeting to enable it to so vote or cause to be voted the shares of preferred stock, and we will agree to take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing the preferred stock.

Withdrawal of Stock

Upon surrender of the depositary receipts at the corporate trust office of the depositary and upon payment of the taxes, charges and fees provided for in the deposit agreement and subject to the terms thereof, the holder of the depositary shares evidenced thereby is entitled to delivery at such office, to or upon his or her order, of the number of whole shares of the related series of preferred stock and any money or other property, if any, represented by the depositary shares. Holders of depositary shares will be entitled to receive whole shares of the related series of preferred stock, but holders of the whole shares of preferred stock will not thereafter be entitled to deposit the shares of preferred stock with the depositary or to receive depositary shares therefor. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of the related series of preferred stock to be withdrawn, the depositary will deliver to the holder upon his or her order at the same time a new depositary receipt evidencing the excess number of depositary shares.

Amendment and Termination of a Deposit Agreement

The form of depositary receipt evidencing the depositary shares of any series and any provision of the applicable deposit agreement may at any time and from time to time be amended by agreement between us and the depositary. However, any amendment that materially adversely alters the rights of the holders of depositary shares of any series will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares of the series then outstanding. Every holder of a depositary receipt at the time the amendment becomes effective will be deemed, by continuing to hold the depositary receipt, to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, in no event may any amendment impair the right of any holder of any depositary shares, upon surrender of the depositary receipts evidencing the depositary shares and subject to any conditions specified in the deposit agreement, to receive shares of the related series of

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preferred stock and any money or other property represented thereby, except in order to comply with mandatory provisions of applicable law. The deposit agreement may be terminated by us at any time upon not less than 60 days prior written notice to the depositary, in which case, on a date that is not later than 30 days after the date of the notice, the depositary shall deliver or make available for delivery to holders of depositary shares, upon surrender of the depositary receipts evidencing the depositary shares, the number of whole or fractional shares of the related series of preferred stock as are represented by the depositary shares. The deposit agreement shall automatically terminate after all outstanding depositary shares have been redeemed or there has been a final distribution in respect of the related series of preferred stock in connection with any liquidation, dissolution or winding up of us and the distribution has been distributed to the holders of depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and the governmental charges arising solely from the existence of the depositary arrangements. We will pay the charges of the depositary, including charges in connection with the initial deposit of the related series of preferred stock and the initial issuance of the depositary shares and all withdrawals of shares of the related series of preferred stock, except that holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges as are expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us written notice of its election to do so, and we may at any time remove the depositary. Any resignation or removal is to take effect upon the appointment of a successor depositary, which successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary and which we are required to furnish to the holders of the related preferred stock.

The depositary’s corporate trust office will be identified in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, the depositary will act as transfer agent and registrar for depositary receipts and if shares of a series of preferred stock are redeemable, the depositary also will act as redemption agent for the corresponding depositary receipts.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities either separately, or together with, or upon the conversion of or in exchange for, other securities. The debt securities may be our unsubordinated obligations, which we refer to as “senior debt securities,” or our subordinated obligations, which we refer to as “subordinated debt securities.” The subordinated debt securities of any series may be our senior subordinated obligations, subordinated obligations, junior subordinated obligations or may have such other ranking as will be described in the relevant prospectus supplement. We may issue any of these types of debt securities in one or more series.

Our senior debt securities may be issued from time to time under a senior debt securities indenture. Our subordinated debt securities may be issued from time to time under a subordinated debt securities indenture. Each of the senior debt securities indenture and the subordinated debt securities indenture is referred to individually as an “indenture” and they are referred to collectively as the “indentures.” Each trustee is referred to individually as a “trustee” and the trustees are collectively referred to as the “trustees.”

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This section summarizes selected terms of the debt securities that we may offer. The applicable prospectus supplement and the form of applicable indenture relating to any particular debt securities offered will describe the specific terms of that series, which may be in addition to or different from the general terms summarized in this section. If any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus. The following summary and any description of our debt securities contained in an applicable prospectus supplement do not describe every aspect of the applicable indenture or the debt securities. When evaluating the debt securities, you also should refer to all provisions of the applicable indenture and the debt securities. The forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part. When we refer to “Triad,” “we,” “us” or “our” in this section or when we otherwise refer to ourselves in this section, we mean Triad Hospitals, Inc., excluding, unless otherwise expressly stated or the context requires, our subsidiaries.

General

We can issue an unlimited amount of debt securities under the indentures. However, certain of our existing or future debt agreements may limit the amount of debt securities we may issue. We can issue debt securities from time to time and in one or more series as determined by us. In addition, we can issue debt securities of any series with terms different from the terms of debt securities of any other series and the terms of particular debt securities within any series may differ from each other, all without the consent of the holders of previously issued series of debt securities.

The applicable prospectus supplement relating to the series of debt securities will describe the specific terms of the debt securities being offered, including, where applicable, the following:

• the title and series designation of the series of debt securities;

• any limit on the aggregate principal amount of debt securities of the series;

• the price or prices at which the debt securities of the series will be issued;

• whether the debt securities of the series will be senior debt securities or subordinated debt securities;

• whether the debt securities of the series will be guaranteed and the terms of any such guarantees;

• the date or dates on which the principal amount and premium, if any, are payable;

• the interest rate or rates of the debt securities of the series or the method for calculating the interest rate, and the date or dates from which interest will accrue;

• the date or dates on which interest, if any, will be payable and the record dates for payment of interest;

• the place or places where the principal and premium, if any, and interest, if any, will be payable and where the debt securities of the series can be surrendered for transfer, conversion or exchange;

• our right, if any, to redeem the debt securities and the terms and conditions upon which the debt securities of the series may be redeemed, in whole or in part;

• any mandatory or optional sinking fund or analogous provisions;

• if the debt securities of the series will be secured, any provisions relating to the security provided;

• whether the debt securities of the series are convertible or exchangeable into other debt or equity securities, and, if so, the terms and conditions upon which such conversion or exchange will be effected;

• whether any portion of the principal amount of the debt securities of the series will be payable upon declaration or acceleration of the maturity thereof pursuant to an event of default;

• whether the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the applicable indenture and, if other than by an officers’ certificate, the manner in which any election by us to defease the debt securities of the series will be evidenced;

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• any deletions from, modifications of or additions to the events of default or our covenants pertaining to the debt securities of the series;

• the denominations in which any registered securities of the series are to be issuable;

• if other than U.S. dollars, the currency or currencies, including composite currencies, of payment of principal of, premium, if any, and interest, if any, on the debt securities of the series and whether the debt securities of the series may be satisfied and discharged other than as provided in the applicable indenture;

• any terms applicable to debt securities of any series issued at an issue price below their stated principal amount, including the issue price thereof and the rate or rates at which the original issue discount will accrue;

• whether the debt securities of the series are to be issued or delivered (whether at the time of original issuance or at the time of exchange of a temporary security of such series or otherwise), or any installment of principal or any premium or interest is to be payable only, upon receipt of certificates or other documents or satisfaction of other conditions in addition to those specified in the applicable indenture;

• whether the debt securities of the series are to be issued in fully registered form without coupons or are to be issued in the form of one or more global securities in temporary global form or permanent global form;

• whether the debt securities of the series are to be issuable in registered or bearer form and any other terms required to establish a series of bearer securities, including, but not limited to, tax compliance, registration and transfer procedures;

• any special United States Federal income tax considerations applicable to the debt securities of the series;

• any addition to or change in the covenants set forth in the indenture which apply to the debt securities of the series; and

• any other terms of the debt securities of the series not inconsistent with the provisions of the applicable indenture.

The prospectus supplement relating to any series of subordinated debt securities being offered also will describe the subordination provisions applicable to that series, if different from the subordination provisions described in this prospectus. In addition, the prospectus supplement relating to a series of subordinated debt will describe our rights, if any, to defer payments of interest on the subordinated debt securities by extending the interest payment period.

Debt securities may be issued as original issue discount securities to be sold at a discount below their principal amount or at a premium above their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement.

The above is not intended to be an exclusive list of the terms that may be applicable to any debt securities and we are not limited in any respect in our ability to issue debt securities with terms different from or in addition to those described above or elsewhere in this prospectus, provided that the terms are not inconsistent with the applicable indenture. Any applicable prospectus supplement also will describe any special provisions for the payment of additional amounts with respect to the debt securities.

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Guarantees

Debt securities may be guaranteed by certain of our domestic Restricted Subsidiaries, if so provided in the applicable prospectus supplement. The prospectus supplement will describe the terms of any guarantees, including, among other things, the method for determining the identity of the guarantors and the conditions under which guarantees will be added or released. Any guarantees will be joint and several obligations of the guarantors. The obligations of each guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Subordination Provisions Relating to Subordinated Debt

Debt securities may be subject to contractual subordination provisions contained in the subordinated debt securities indenture. These subordination provisions may prohibit us from making payments on the subordinated debt securities in certain circumstances before a defined class of “senior indebtedness” is paid in full or during certain periods when a payment or other default exists with respect to certain senior indebtedness. If we issue subordinated debt securities, the applicable prospectus supplement relating to the subordinated debt securities will include a description of the subordination provisions and the definition of senior indebtedness that apply to the subordinated debt securities.

If the trustee under the subordinated debt indenture or any holder of the series of subordinated debt securities receives any payment or distribution that is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to the holders of senior indebtedness.

Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of that series can take action against us, but they will not receive any money until the claims of the holders of senior indebtedness have been fully satisfied.

Unless otherwise indicated in an applicable prospectus, if any series of subordinated debt securities is guaranteed by certain of our subsidiaries, then the guarantee will be subordinated to the senior indebtedness of such guarantor to the same extent as the subordinated debt securities are subordinated to the senior indebtedness.

Consequences of Operating through Subsidiaries

We hold many of our assets and conduct many of our operations through subsidiaries. Accordingly, our cash flow and our ability to service our debt, including the debt securities, are dependent upon the earnings of our subsidiaries and the distribution of those earnings to us, whether by dividends, loans or otherwise. The payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of our subsidiaries and are subject to various business considerations. Our right to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of holders of the debt securities to participate in those assets) will be effectively subordinated to the claims of that subsidiary’s creditors (including trade creditors), except to the extent that we are recognized as a creditor of that subsidiary, in which case our claims would still be subordinate to any security interests in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by us.

Form, Exchange, Registration and Transfer

The debt securities of a series may be issued as registered securities, as bearer securities (with or without coupons attached) or as both registered securities and bearer securities. Debt securities of a series may be issuable in whole or in part in the form of one or more global debt securities, as described below under “Global

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Debt Securities.” Unless otherwise indicated in an applicable prospectus supplement, registered securities will be issuable in denominations of $1,000 and integral multiples thereof.

Registered securities of any series will be exchangeable for other registered securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. Debt securities may be presented for exchange as provided above, and unless otherwise indicated in an applicable prospectus supplement, registered securities may be presented for registration of transfer, at the office or agency designated by us as registrar or co-registrar with respect to any series of debt securities, without service charge and upon payment of any taxes, assessments or other governmental charges as described in the applicable indenture. The transfer or exchange will be effected on the books of the registrar or any other transfer agent appointed by us upon the registrar or transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. We intend to initially appoint the trustee as registrar and the name of any different or additional registrar designated by us with respect to the debt securities of any series will be included in the applicable prospectus supplement. If a prospectus supplement refers to any transfer agents (in addition to the registrar) designated by us with respect to any series of debt securities, we may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts, except that, if debt securities of a series are issuable only as registered securities, we will be required to maintain a transfer agent in each place of payment for that series. We may at any time designate additional transfer agents with respect to any series of debt securities.

In the event of any redemption of debt securities of any series, we will not be required to (i) issue, register the transfer of or exchange debt securities of that series during a period beginning at the opening of business 15 days before any selection of debt securities of that series to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption and (ii) register the transfer of or exchange any registered security, or portion thereof, called for redemption, except the unredeemed portion of any registered security being redeemed in part.

Covenants

Provision of Financial Information.    We will deliver to the trustee a copy of our reports on Forms 10-K, 10-Q and 8-K and any other reports that we are required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

Any additional covenants with respect to any series of debt securities will be set forth in the applicable prospectus supplement.

Unless otherwise indicated in an applicable prospectus supplement, the indentures do not include covenants restricting our ability to enter into a highly leveraged transaction, including a reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities, if the transaction is a permissible consolidation, merger or similar transaction. In addition, unless otherwise specified in an applicable prospectus supplement, the indentures do not afford the holders of the debt securities the right to require us to repurchase or redeem the debt securities in the event of a highly leveraged transaction. See “Consolidation, Merger and Sale of Assets.”

Consolidation, Merger and Sale of Assets

Each indenture provides that we may not, in a single transaction or through a series of transactions, (i) consolidate with or merge into any other person or (ii) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets to another person, unless,

(a)  either:

(x)  we are the continuing corporation, or

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(y) the person (if other than us) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition will have been made is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and that person expressly assumes our obligations for due and punctual payment of the principal of, premium, if any, and interest on all the notes and the performance and observance of every covenant of the indenture on our part to be performed or observed; and

(b) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default or event of default will have occurred and be continuing.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of our assets in accordance with the immediately preceding paragraph, the successor person formed by such consolidation or into which we are merged or to which such sale, assignment, conveyance, transfer, lease or disposition is made, will succeed to, and be substituted for, and may exercise every right and power of ours under the indenture with the same effect as if such successor had been named as us therein. When a successor assumes all the obligations of its predecessor under the indenture or the debt securities, the predecessor will be released from those obligations; provided that, in the case of a transfer by a lease, the predecessor will not be released from the payment of principal and interest on the debt securities.

Payment and Paying Agents

Unless otherwise indicated in an applicable prospectus supplement, payment of principal of, premium, if any, and interest, if any, on registered securities will be made at the office of the paying agent or paying agents designated by us from time to time, except that at our option, payment of principal and premium, if any, or interest also may be made by wire transfer to an account maintained by the payee. Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name the registered security is registered at the close of business on the regular record date for the interest payment.

Unless otherwise indicated in an applicable prospectus supplement, the trustee will be designated as our sole paying agent for payments with respect to debt securities which are issuable solely as registered securities. Any paying agents outside the United States and any other paying agents in the United States initially designated by us for any series of debt securities will be named in an applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that, if debt securities of a series are issuable only as registered securities, we will be required to maintain a paying agent in each place of payment for that series.

All monies paid by us to a paying agent for the payment of principal of and premium, if any, or interest, if any, on any debt security which remains unclaimed at the end of two years after that principal or interest will have become due and payable will be repaid to us, and the holder of the debt security or any coupon will thereafter look only to us for payment of those amounts.

Global Debt Securities

The debt securities of a series may be issued in whole or in part in global form. A debt security in global form will be deposited with, or on behalf of, a depositary, which will be identified in an applicable prospectus supplement. A global debt security may be issued in either registered or bearer form and in either temporary or permanent form. A debt security in global form may not be transferred except as a whole to the depositary for the debt security or to a nominee or successor of the depositary. If any debt securities of a series are issuable in global form, the applicable prospectus supplement will describe the circumstances, if any, under which beneficial owners of interests in a global debt security may exchange their interests for definitive debt securities of that

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series of like tenor and principal amount in any authorized form and denomination, the manner of payment of principal of, premium, if any, and interest, if any, on the global debt securities and the specific terms of the depositary arrangement with respect to any global debt security.

Events of Default

Under each indenture, unless otherwise specified with respect to a series of debt securities, the following events will constitute an event of default with respect to any series of debt securities:

• default for 30 days in payment when due of any interest on any debt security of that series;

• default in the payment of the principal of or premium, if any, on any debt security of that series at its maturity, upon acceleration, optional redemption, mandatory redemption, required purchase or otherwise;

• default in the performance, or breach, of any covenant or warranty by us, which default or breach continues for a period of 60 days after we receive written notice specifying the default from the trustee or the holders of at least 25% of the outstanding principal amount of the debt security of that series;

• certain events of bankruptcy, insolvency or reorganization with respect to us or, if the series of debt securities is guaranteed, any of our Material Subsidiaries or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary; or

• any other event of default applicable to the series of debt securities and set forth in the applicable prospectus supplement.

Each indenture provides that if an event of default other than an event of bankruptcy or insolvency occurs and is continuing with respect to a series of debt securities, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount (or, if any of the debt securities of that series are original issue discount securities, that portion of the principal amount of the debt securities as may be specified by the terms thereof) of the debt securities of that series to be immediately due and payable.

Each indenture provides that if an event of default due to bankruptcy or insolvency occurs and is continuing, then the debt securities of that series will ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of debt securities.

Under certain circumstances, the holders of a majority in aggregate principal amount of the outstanding debt securities of the series may rescind a declaration of default. No such rescission will affect any subsequent default or impair any right consequent thereto.

With respect to each series of debt securities, no holder will have any right to pursue any remedy with respect to the applicable indenture or the debt securities, unless

(a) the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series have made a written request, and offered reasonable indemnity, to the trustee to institute such proceeding;

(b) the trustee has failed to institute such proceeding within 60 days after receipt of such notice; and

(c) the trustee, within such 60-day period, has not received directions inconsistent with such written request by holders of a majority in principal amount of the outstanding debt securities of the series.

Such limitations do not apply, however, to a suit instituted by a holder of any debt security for the enforcement of the payment of the principal of, premium, if any, and interest in respect of a debt security on the date specified for payment in the debt security. The holders of at least a majority in aggregate principal amount

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of the outstanding debt securities of any series may, on behalf of the holders of the debt securities of any series, waive any past defaults under the applicable indenture, other than (i) a default in any payment of the principal of, and premium, if any, or interest on, any debt security of the series or (ii) any default in respect of the covenants or provisions in the applicable indenture which may not be modified without the consent of the holder of each outstanding debt security of the series affected.

If a default or an event of default occurs and is continuing and is known to the trustee, the trustee will mail to each holder of the debt securities of any series notice of the default or event of default within 10 days after the trustee obtains knowledge of the occurrence thereof. Except in the case of a default or event of default in payment of any debt securities of any series, the trustee may withhold the notice to the holders of the debt securities of any series, if a committee of its trust officers in good faith determines that withholding the notice is in the interests of the holders of the debt securities of any series. Each indenture provides for us to deliver to the trustee annual statements as to our performance under the indenture.

Amendments and Waivers

The indentures permit us and the applicable trustee to execute a supplemental indenture without the consent of the holders of the debt securities or any related coupons:

• to evidence the succession of another person to us and the assumption by any such successor of the covenants of us, any applicable guarantor or any other obligor upon the debt securities of any series in the applicable indenture, the debt securities of such series and any applicable guarantee in accordance with “Consolidation, Merger and Sale of Assets;”

• to add to our covenants or the covenants of any other obligor upon the debt securities of any series for the benefit of the holders of all the debt securities of such series or to surrender any right or power conferred upon us or any other obligor upon the debt securities of any series in the applicable indenture or the debt securities of such series;

• to cure any ambiguity, or to correct or supplement any provision in the indenture or the debt securities of any series which may be defective or inconsistent with any other provision in the indenture, debt securities or any applicable guarantee of any series or make any other provisions with respect to matters or questions arising under the indenture, debt securities of any series or applicable guarantee; provided that, in each case, such provisions will not adversely affect the interest of the holders of any such debt securities in any material respect;

• to comply with the requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

• to add a guarantor under the indenture;

• to evidence and provide the acceptance of the appointment of a successor trustee under the applicable indenture;

• to mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the holders of debt securities of any series as additional security for the payment and performance of our or any applicable guarantor’s obligations under the applicable indenture, in any property or assets;

• to add to, change or eliminate any provisions of the applicable indenture (which addition, change or elimination may apply to one or more series of debt securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the holders of such debt securities with respect to such provisions or (B) shall become effective only when there is no such outstanding debt securities of such series; and

• to establish the form and terms of debt securities of any series as permitted by the indenture.

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The holders of a majority in principal amount of outstanding debt securities of any series may waive compliance with certain restrictive covenants and provisions of the applicable indenture.

Each indenture also permits us and the applicable trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the series affected by the supplemental indenture, to execute a supplemental indenture to add provisions to, or change in any manner or eliminate any provisions of, the indenture with respect to that series of debt securities or modify in any

manner the rights of the holders of the debt securities of that series and any related coupons under the applicable indenture. However, the supplemental indenture will not, without the consent of the holder of each outstanding debt security of that series affected thereby:

• change the stated maturity of the principal of, or any installment of principal or interest on, the debt securities of that series or any premium payable upon redemption thereof;

• reduce the principal amount of, or premium, if any, or the rate of interest on, the debt securities of that series;

• change the place or currency of payment of principal and premium, if any, or interest, if any, on the debt securities of that series;

• impair the right to institute suit for the enforcement of any payment after the stated maturity date on any debt securities of that series, or in the case of redemption, on or after the redemption date;

• reduce the principal amount of outstanding debt securities of any series necessary to modify or amend the indenture;

• modify the foregoing requirements necessary to waive any covenant or past default, except (i) to increase the percentage in principal amount of outstanding debt securities of any series necessary for such actions or (ii) to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each debt security of a series affected thereby; and

• such other matters as may be specified in an applicable prospectus supplement for any series of debt securities.

Discharge and Defeasance

Unless otherwise indicated in an applicable prospectus supplement, each indenture provides that we may satisfy and discharge obligations thereunder with respect to the debt securities of any series by delivering to the trustee for cancellation all outstanding debt securities of the series or depositing with the trustee, after the outstanding debt securities have become due and payable, or will become due and payable within one year or will be called for redemption within one year, cash sufficient to pay at stated maturity or redemption all of the outstanding debt securities of the series and all other sums payable under the indenture with respect to the series.

In addition, unless otherwise indicated in an applicable prospectus supplement, each indenture provides that we may:

(a) be discharged from our obligations in respect of the debt securities of a series (“discharge and defeasance”), or

(b) cease to comply with specified restrictive covenants in respect of the debt securities of a series (“covenant defeasance”), including those described under “Consolidation, Merger and Sale of Assets”;

and the omission will not be an event of default with respect to the debt securities of that series, in each case at any time prior to the stated maturity or redemption thereof, if we irrevocably deposit with the trustee, in trust:

(i)  sufficient funds in the currency or currency unit in which the debt securities are denominated to pay the principal of, premium, if any, and interest to stated maturity or redemption on, the debt securities of that series, or

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(ii)  that amount of direct obligations of, or obligations the principal of, premium, if any, and interest on which are fully guaranteed by, the government which issued the currency in which the debt securities are denominated, and which are not subject to prepayment, redemption or call, as will, together with the predetermined and certain income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay when due the principal of, premium, if any, and interest to stated maturity or redemption on, the debt securities of that series.

The discharge and defeasance and covenant defeasance described above are effective only if, among other things, we deliver an opinion of counsel to the effect that (i) we have met all of the conditions precedent to the defeasance and the holders of the debt securities of the series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the defeasance, and will be subject to tax in the same manner as if no defeasance had occurred and (ii) in the case of discharge and defeasance, the opinion as to tax consequences is based upon an Internal Revenue Service ruling or a change in applicable Federal income tax law.

Upon the discharge and defeasance, the holders of the debt securities of the series will no longer be entitled to the benefits of the applicable indenture, except for the purposes of registration of transfer and exchange of the debt securities of the series and replacement of lost, stolen or mutilated debt securities and may look only to the deposited funds or obligations for payment.

The Trustees under the Indentures

The trustees under the indentures, and/or one or more of their respective affiliates, may be lenders under our credit agreements and may provide other commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates. Each trustee will be permitted to engage in other transactions with us and/or our subsidiaries and affiliates. However, if any trustee acquires any conflicting interest, as defined in the Trust Indenture Act, it must eliminate the conflict or resign.

The trustees will perform only those duties that are specifically set forth in the indentures, unless an event of default occurs and is continuing. In case an event of default occurs and is continuing, a trustee will exercise the same degree of care and skill as a prudent individual would exercise in the conduct of his or her own affairs.

Applicable Law

The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

The term “Material Subsidiary” means any Restricted Subsidiary that would be a significant subsidiary of such person, as defined in rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission.

The term “Restricted Subsidiary” means any subsidiary other than (a) any direct or indirect subsidiary that at the time of determination will be an unrestricted subsidiary, as designated by our board of directors, as provided below and (b) any subsidiary of any unrestricted subsidiary; provided, that in no event will any guarantor be an unrestricted subsidiary. Our board of directors may designate any subsidiary to be an unrestricted subsidiary so long as (i) neither we nor any Restricted Subsidiary is directly or indirectly liable for any indebtedness of such subsidiary, (ii) no default with respect to any indebtedness of such subsidiary would permit, upon notice, lapse of time or otherwise, any holder of any other indebtedness of ours or any Restricted Subsidiary, except any nonrecourse guarantee given solely to support the pledge by us or a Restricted Subsidiary of the capital stock of an unrestricted subsidiary, to declare a default on such other indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (iii) any such designation by our

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board of directors will be evidenced to the trustee by filing a board resolution with the trustee giving effect to such designation. Our board of directors may designate any subsidiary as a Restricted Subsidiary if immediately after giving effect to such designation, there would be no default or event of default under the indenture.

DESCRIPTION OF WARRANTS

We may issue, either separately or together with other securities, warrants for the purchase of any of the other types of securities that we may sell under this prospectus.

This section summarizes the general terms of the warrants that we may offer. The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent. The

prospectus supplement relating to a particular series of warrants will describe the specific terms of that series, which may be in addition to or different from the general terms summarized in this section. The summaries in this section and the prospectus supplement do not describe every aspect of the warrants. If any particular terms of a series of warrants described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will be deemed to supersede the terms described in this prospectus. When evaluating the warrants, you also should refer to all the provisions of the applicable warrant agreement, the certificates representing the warrants and the specific descriptions in the applicable prospectus supplement. The applicable warrant agreement and warrant certificates will be filed as exhibits to or incorporated by reference in the registration statement.

General

The prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered as well as the related warrant agreement and warrant certificates, including the following, where applicable:

• the principal amount of, or the number of securities, as the case may be, purchasable upon exercise of each warrant and the initial price at which the principal amount or number of securities, as the case may be, may be purchased upon such exercise;

• the designation and terms of the securities, if other than common stock, purchasable upon exercise thereof and of any securities, if other than common stock, with which the warrants are issued;

• the procedures and conditions relating to the exercise of the warrants;

• the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately transferable;

• the offering price of the warrants, if any;

• the date on which the right to exercise the warrants will commence and the date on which that right will expire;

• a discussion of any special United States Federal income tax considerations applicable to the warrants;

• whether the warrants represented by the warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;

• call provisions of the warrants, if any;

• antidilution provisions of the warrants, if any; and

• any other material terms of the warrants.

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Exercise of Warrants

Each warrant will entitle the holder to purchase for cash that principal amount of or number of securities, as the case may be, at the exercise price set forth in, or to be determined as set forth in, the applicable prospectus supplement relating to the warrants. Unless otherwise specified in the applicable prospectus supplement, warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement at any time up to 5:00 p.m. New York City time on the expiration date set forth in the applicable prospectus supplement. After 5:00 p.m. New York City time on the expiration date, unexercised warrants will become void. Upon receipt of payment and the warrant certificate properly completed and duly executed, we will, as soon as practicable, issue the securities purchasable upon exercise of the warrant. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of warrants.

No Rights of Security Holder Prior to Exercise

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will not be entitled to:

• in the case of warrants to purchase debt securities, payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise; or

• in the case of warrants to purchase equity securities, the right to vote or to receive dividend payments or similar distributions on the securities purchasable upon exercise.

Exchange of Warrant Certificates

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue, from time to time, purchase contracts, including contracts obligating holders to purchase from us and us to sell to the holders, a specified principal amount of debt securities or a specified number of shares of common stock or preferred stock or any of the other securities that we may sell under this prospectus at a future date or dates. The consideration payable upon settlement of the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined by a specific reference to a formula set forth in the purchase contracts. The purchase contracts may be issued separately or as part of units consisting of a purchase contract and other securities or obligations issued by us or third parties, including United States treasury securities, securing the holders’ obligations to purchase the relevant securities under the purchase contracts. The purchase contracts may require us to make periodic payments to the holders of the purchase contracts or units or vice versa, and the payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations under the purchase contracts.

The prospectus supplement will describe, among other things, the material terms of any purchase contracts and of the securities being sold pursuant to such purchase contracts, a discussion of any special United States Federal income tax considerations applicable to the purchase contracts and any material provisions governing the purchase contracts that differ from those described above. The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the purchase contracts, and, if applicable, collateral arrangements and depositary arrangements, relating to the purchase contracts.

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DESCRIPTION OF UNITS

We may, from time to time, issue units comprised of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.

Any applicable prospectus supplement will describe:

• the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

• any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;

• a discussion of any special United States Federal income tax considerations applicable to the units; and

• any material provisions of the governing unit agreement that differ from those described above.

PLAN OF DISTRIBUTION

We may sell the securities to one or more underwriters for public offering and sale by them or may sell the securities to investors through agents or dealers. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. We also reserve the right to sell securities directly to investors in those jurisdictions where we are authorized to do so.

The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities upon the terms and conditions set forth in any prospectus supplement. In connection with the sale of the securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agent.

If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we may sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

Any underwriting compensation paid by us to underwriters or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in an applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters under the Securities Act of 1933, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act of 1933, and to reimbursement by us for certain expenses.

Securities offered may be a new issue of securities with no established trading market. Any underwriters to whom or agents through whom these securities are sold by us for public offering and sale may make a market in these securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of or the trading market for any such securities.

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If so indicated in an applicable prospectus supplement, we may authorize dealers acting as our agents to solicit offers by institutions to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than, and the aggregate principal amount or offering price of the securities sold pursuant to delayed delivery contracts will not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be entered into include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to approval by us.

The securities also may be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms (“remarketing firms”), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed thereby. Remarketing firms may be entitled under agreements which may be entered into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933.

One or more of the underwriters, dealers or agents, and/or one or more of their respective affiliates, may be a lender under our credit agreement and may provide other commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates in the ordinary course of business.

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WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy this information at the Public Reference Room maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Our filings are also available on the Securities and Exchange Commission’s website on the Internet at http://www.sec.gov.

This prospectus constitutes part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission under the Securities Act of 1933. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. You may read and copy the information omitted from this prospectus but contained in the registration statement, as well as the periodic reports and other information we file with the Securities and Exchange Commission, at the public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.

Statements contained in this prospectus, in any prospectus supplement or in any document incorporated by reference herein or therein as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of the contract or other document filed as an exhibit to, or incorporated by reference in, the registration statement, each statement being qualified in all respects by such reference.

We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed separately with the Securities and Exchange Commission. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus, any applicable prospectus supplement or any document we subsequently file with the Securities and Exchange Commission that is incorporated or deemed to be incorporated by reference in this prospectus. Likewise, any statement in this prospectus or any document which is incorporated or deemed to be incorporated by reference herein will be deemed to have been modified or superseded to the extent that any statement contained in any applicable prospectus supplement or any document that we subsequently file with the Securities and Exchange Commission that is incorporated or deemed to be incorporated by reference herein modifies or supersedes that statement. We incorporate by reference the following documents that we have previously filed with the Securities and Exchange Commission (other than information in such documents that is deemed not to be filed):

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002;

(c) Current Reports on Form 8-K, filed on February 5, 2002, February 20, 2002, April 26, 2002, May 2, 2002, August 1, 2002 and August 13, 2002;

(d) Description of our capital stock set forth in our Registration Statement on Form 10 dated March 15, 1999; and

(e) Quorum Health Group, Inc.’s financial statements for the nine months ended March 31, 2001 set forth in our Registration Statement on Form S-4 dated July 16, 2001, as amended.

We also incorporate by reference the following document filed with the Securities and Exchange Commission by Quorum Health Group, Inc.:

(a) Annual Report on Form 10-K for the fiscal year ended June 30, 2000.

We also are incorporating by reference all future reports that we file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the offering of the securities made hereby (other than information in such documents that is deemed not to be filed).

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We will provide without charge to each person to whom a copy of this prospectus has been delivered, on the written or oral request of that person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus other than exhibits to these documents, unless the exhibits are also specifically incorporated by reference herein. Requests for copies should be directed to Triad Hospitals, Inc., 13455 Noel Road, Suite 2000, Dallas, Texas 75240, Attention: Corporate Secretary, telephone number (972) 789-2700.

LEGAL MATTERS

Legal matters with respect to the validity of the securities being offered hereby will be passed upon for us by Dewey Ballantine LLP, New York, New York.

EXPERTS

The consolidated financial statements of Triad Hospitals, Inc. appearing in Triad Hospitals, Inc.’s Form 10-K for the year ended December 31, 2001 and the consolidated financial statements and schedule of Quorum Health Group, Inc. appearing in Quorum Health Group, Inc.’s Form 10-K for the year ended June 30, 2000, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included respectively therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

The table below sets forth the various expenses and costs to be incurred by Triad Hospitals, Inc. in connection with the sale and distribution of the securities offered hereby. All the amounts shown are estimated except the Securities and Exchange Commission Registration Fee.

Securities and Exchange Commission Registration Fee	$	73,600
Accounting fees and expenses		50,000
Legal fees and expenses		200,000
Printing and engraving expenses		100,000
Trustee’s and registrar’s fees and expenses		10,000
Miscellaneous expenses		66,400
Total:	$	500,000

Item 15.    Indemnification of Directors and Officers

Triad is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law as to indemnification by Triad of its officers and directors. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article Fourteen of Triad’s Certificate of Incorporation provides for the indemnification of Triad’s officers and directors in accordance with the Delaware General Corporation Law. Article Ten of Triad’s Certificate of Incorporation includes, as permitted by the Delaware General Corporation Law, certain limitations on the potential personal liability of members of Triad’s board of directors for monetary damages as a result of actions taken in their capacity as board members.

The directors and officers of Triad are covered by insurance policies indemnifying them against certain liabilities arising under the Securities Act, which might by incurred by them in such capacities.

Item 16.    Exhibits

Exhibit No.	Description
*1.1	Form of Underwriting Agreement with respect to the Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants, Purchase Contracts and Units.
3.1	Certificate of Incorporation of the Company, as amended April 27, 2001, incorporated herein by reference from Exhibit 3.1 to the Company’s Post Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4, filed with the Commission on April 27, 2001.
3.2	Bylaws of the Company, as amended February 18, 2000, incorporated herein by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 1, 2001.

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Exhibit No.	Description
4.1	Form of Senior Debt Securities Indenture (including form of Senior Debt Securities).
4.2	Form of Subordinated Debt Securities Indenture (including form of Subordinated Debt Securities).
*4.3	Form of Deposit Agreement (including form of Depositary Receipt).
*4.4	Form of Warrant Agreement (including form of Warrant Certificate).
*4.5	Form of Purchase Contract (including form of Purchase Contract Certificate) and, if applicable, Pledge Agreement.
*4.6	Form of Unit Agreement (including form of Unit Certificate).
*4.7	Certificate of Designation of Preferred Stock.
*4.8	Form of Preferred Stock Certificate.
4.9	Rights Agreement, dated as of May 11, 1999, between Triad Hospitals, Inc. and National City Bank, as Rights Agent, incorporated herein by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed with the Commission on June 11, 1999.
5.1	Opinion of Dewey Ballantine LLP.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Dewey Ballantine LLP (included in its opinion filed as Exhibit 5.1).
23.2	Consent of Independent Auditors (Ernst & Young LLP).
24	Powers of Attorney (included on the signature page hereto).
**25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Debt Securities Indenture.
**25.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Subordinated Debt Securities Indenture.

* To be filed with a post-effective amendment to the Registration Statement or incorporated by reference from a Current Report on Form 8-K.

** To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).

Item 17.    Undertakings

(a)  Each undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d)  Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD HOSPITALS, INC.
By:	/s/    JAMES D. SHELTON
	James D. Shelton Chairman of the Board and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	October 9, 2002
/s/    MICHAEL J. PARSONS         Michael J. Parsons	Executive Vice President, Chief Operating Officer and Director	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 9, 2002
/s/    THOMAS F. FRIST III         Thomas F. Frist III	Director	October 9, 2002
/s/    MARVIN T. RUNYON         Marvin T. Runyon	Director	October 9, 2002

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Signature	Title	Date
/s/    UWE E. REINHARDT, PH.D.         Uwe E. Reinhardt, Ph.D.	Director	October 9, 2002
/s/    DONALD B. HALVERSTADT, M.D.     Donald B. Halverstadt, M.D.	Director	October 9, 2002
/s/    BARBARA A. DURAND, ED.D.         Barbara A. Durand, Ed.D.	Director	October 9, 2002
/s/    JAMES E. DALTON, JR.         James E. Dalton, Jr.	Director	October 9, 2002
/s/    NANCY-ANN DEPARLE         Nancy-Ann DeParle	Director	October 9, 2002

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ABILENE HOSPITAL, LLC
By:    ITS SOLE MEMBER
NC-SCHI, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ABILENE MERGER, LLC
By:    ITS SOLE MEMBER
QUORUM, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ALICE HOSPITAL, LLC
By:    ITS SOLE MEMBER
APS MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ALICE SURGEONS, LLC
By:    ITS SOLE MEMBER
APS MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

AMERICAN HEALTH FACILITIES DEVELOPMENT, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

APS MEDICAL, LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ARIZONA ASC MANAGEMENT, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ARIZONA DH, LLC
By:    ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ARIZONA MEDCO, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ARMC, L.P.
By:	ITS GENERAL PARTNER
TRIAD-ARMC, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BLUFFTON HEALTH SYSTEM LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BRAZOS MEDCO, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BRAZOS VALLEY OF TEXAS, L.P.
By:	ITS GENERAL PARTNER
BRAZOS VALLEY SURGICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BRAZOS VALLEY SURGICAL CENTER, LLC
By:	ITS SOLE MEMBER
BRAZOS MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BROWNWOOD HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
BROWNWOOD MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BROWNWOOD MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
SOUTHERN TEXAS MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

BVSC, LLC
By:	ITS SOLE MEMBER
BRAZOS MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CARLSBAD MEDICAL CENTER, LLC
By:        ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CAROLINAS MEDICAL ALLIANCE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CLAREMORE PHYSICIANS, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CLAREMORE REGIONAL HOSPITAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CLINICO, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

COLLEGE STATION HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
COLLEGE STATION MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

COLLEGE STATION MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
COLLEGE STATION MERGER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

COLLEGE STATION MERGER, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CORONADO HOSPITAL, LLC
By:	ITS SOLE MEMBER
CORONADO MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CORONADO MEDICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CRESTWOOD HEALTHCARE, L.P.
By:	ITS GENERAL PARTNER
CRESTWOOD HOSPITAL & NURSING HOME, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CRESTWOOD HOSPITAL & NURSING HOME, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CRESTWOOD HOSPITAL HOLDINGS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CSDS, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

CSMC, LLC
By:	ITS SOLE MEMBER
COLLEGE STATION MERGER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

DALLAS PHY SERVICE, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

DALLAS PHYSICIAN PRACTICE, L.P.
By:	ITS GENERAL PARTNER
DFW PHYSERV, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

DAY SURGERY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

DETAR HOSPITAL, LLC
By:	ITS SOLE MEMBER
VHC MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

DFW PHYSERV, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

E.D. CLINICS, LLC
By:	ITS SOLE MEMBER
ARIZONA MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

EL DORADO MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
ARIZONA MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

EYE INSTITUTE OF SOUTHERN ARIZONA, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

FRANKFORT HEALTH PARTNER, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GADSDEN REGIONAL PRIMARY CARE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GASLIGHT ASC-GP, LLC
By:	ITS GENERAL PARTNER
PINEY WOODS HEALTHCARE SYSTEM, L.P.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GCMC, LLC
By:	ITS SOLE MEMBER
WHARTON MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GH TEXAS, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GHC HOSPITAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GRB REAL ESTATE, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GREENBRIER VMC, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GULF COAST HOSPITAL, L.P.
By:    ITS GENERAL PARTNER
GULF COAST MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

GULF COAST MEDICAL CENTER, LLC
By:        ITS SOLE MEMBER
WHARTON MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HATTIESBURG ASC-GP, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HDP WOODLAND HEIGHTS, L.P.
By:        ITS GENERAL PARTNER
HDP WOODLAND PROPERTY, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HDP WOODLAND PROPERTY, LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HDPWH, LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HOBBS MEDCO, LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

HOBBS PHYSICIAN PRACTICE, LLC
By:    ITS SOLE MEMBER
HOBBS MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

IOM HEALTH SYSTEM, L.P.
By:    ITS GENERAL PARTNER
QHG OF INDIANA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

IRHC, LLC
By:    ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

KENSINGCARE, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LAKE AREA PHYSICIAN SERVICES, LLC
By:	ITS SOLE MEMBER
WOMEN & CHILDREN’S HOSPITAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LAS CRUCES MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LEA REGIONAL HOSPITAL, LLC
By:        ITS SOLE MEMBER
HOBBS MEDCO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LONGVIEW MEDICAL CENTER, L.P.
By:    ITS GENERAL PARTNER
REGIONAL HOSPITAL OF LONGVIEW, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LONGVIEW MERGER, LLC
By:        ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LRH, LLC
By:        ITS SOLE MEMBER
LONGVIEW MERGER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

LS PSYCHIATRIC, LLC
By:        ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MADISON’S HOSPITAL, LLC
By:        ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL CENTER AT TERRELL, LLC
By:        ITS SOLE MEMBER
TRIAD-MEDICAL CENTER AT TERRELL SUBSIDIARY, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL CENTER OF BROWNWOOD, LLC
By:	ITS SOLE MEMBER
SOUTHERN TEXAS MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL HOLDINGS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive     Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL MANAGEMENT, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive     Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL PARK HOSPITAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal     Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MEDICAL PARK MSO, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal     Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MISSOURI HEALTHSERV, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive     Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

MMC OF NEVADA, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal     Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NAVARRO HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
NAVARRO REGIONAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal     Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-81

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NAVARRO REGIONAL, LLC
By:	ITS SOLE MEMBER
TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDARY, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal     Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NC-CSH, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-83

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NC-DSH, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-84

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NC-SCHI, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-85

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NORTHWEST HOSPITAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-86

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NORTHWEST PHYSICIANS, LLC
By:	ITS SOLE MEMBER
QHG OF SPRINGDALE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-87

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NORTHWEST RANCHO VISTOSO IMAGING SERVICES, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-88

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

NRH, LLC
By:        ITS SOLE MEMBER
TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-89

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

OPRMC, LLC
By:        ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-90

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

OREGON HEALTHCORP, LLC
By:        ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-91

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PACIFIC EAST DIVISION OFFICE, L.P.
By:        ITS GENERAL PARTNER
TRIAD TEXAS, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-92

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PACIFIC GROUP ASC DIVISION, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-93

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PACIFIC PHYSICIANS SERVICE, LLC
By:	ITS SOLE MEMBER
SPROCKET MEDICAL MANAGEMENT, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-94

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PACIFIC WEST DIVISION OFFICE, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-95

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PAMPA HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
PAMPA MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-96

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PAMPA MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
CORONADO MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-97

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PDMC, LLC
By:	ITS SOLE MEMBER
SEBASTOPOL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-98

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PECOS VALLEY OF NEW MEXICO, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-99

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PHOENIX SURGICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-100

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PHYSICIANS AND SURGEONS HOSPITAL OF ALICE, L.P.
By:	ITS GENERAL PARTNER
ALICE HOSPITAL, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-101

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PHYS-MED, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-102

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PINEY WOODS HEALTHCARE SYSTEM, L.P.
By:	ITS GENERAL PARTNER
WOODLAND HEIGHTS MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON     James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN     Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY      Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-103

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PRIMARY MEDICAL, LLC
By:        ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-104

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

PROCURE SOLUTIONS, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-105

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG GEORGIA HOLDINGS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-106

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG GEORGIA, LP
By:	ITS GENERAL PARTNER
QHG GEORGIA HOLDINGS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-107

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF ALABAMA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-108

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF BARBERTON, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-109

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF BLUFFTON, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-110

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF ENTERPRISE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-111

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF FORREST COUNTY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-112

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF FORT WAYNE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-113

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF GADSEN, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-114

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF HATTIESBURG, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-115

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF INDIANA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-116

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF JACKSONVILLE. INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-117

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF LAKE CITY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-118

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF MASSILLON, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-119

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF OHIO, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-120

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF SOUTH CAROLINA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-121

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF SPARTANBURG, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-122

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF SPRINGDALE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-123

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF TEXAS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-124

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHG OF WARSAW, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-125

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QHR INTERNATIONAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-126

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QUORUM ELF, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-127

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QUORUM HEALTH GROUP OF VICKSBURG, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-128

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QUORUM HEALTH RESOURCES, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-129

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QUORUM HEALTH SERVICES, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-130

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

QUORUM, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-131

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

REGIONAL HOSPITAL OF LONGVIEW, LLC

By:     ITS SOLE MEMBER        

LONGVIEW MERGER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-132

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

REHAB HOSPITAL OF FORT WAYNE GENERAL PARTNERSHIP
By:     ITS MANAGING PARTNER
QHG OF FORT WAYNE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-133

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SACMC, LLC
By:	ITS SOLE MEMBER
SAN ANGELO MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-134

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN ANGELO COMMUNITY MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
SAN ANGELO MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-135

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN ANGELO HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
SAN ANGELO COMMUNITY MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-136

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN ANGELO MEDICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-137

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN LEANDRO HOSPITAL, L.P.
By:	ITS GENERAL PARTNER
SAN LEANDRO MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-138

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN LEANDRO MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
SAN LEANDRO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-139

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SAN LEANDRO, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-140

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SLH, LLC
By:	ITS SOLE MEMBER
SAN LEANDRO, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-141

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOFTWARE SALES CORP.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-142

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTH ALABAMA MANAGED CARE CONTRACTING, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-143

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTH ALABAMA MEDICAL MANAGEMENT SERVICES, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    Donald P. Fay          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-144

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTH ALABAMA PHYSICIAN SERVICES, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    Donald P. Fay          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-145

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTH ARKANSAS CLINIC, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President,     Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    Donald P. Fay          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-146

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTHCREST, L.L.C.
By:        ITS SOLE MEMBER
TRIAD-SOUTH TULSA HOSPITAL COMPANY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-147

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SOUTHERN TEXAS MEDICAL CENTER, LLC
By:        ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-148

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SPROCKET MEDICAL MANAGEMENT, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-149

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ST. JOSEPH HEALTH SYSTEM LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-150

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

ST. JOSEPH MEDICAL GROUP, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-151

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICARE OF INDEPENDENCE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-152

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICARE OF SAN LEANDRO, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY        Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-153

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICARE OF VICTORIA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-154

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICARE OUTPATIENT CENTER OF LAKE CHARLES, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-155

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICENTER OF JOHNSON COUNTY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-156

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

SURGICENTERS OF AMERICA, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-157

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TERRELL HOSPITAL, L.P.
By:        ITS GENERAL PARTNER
TERRELL MEDICAL CENTER, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-158

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TERRELL MEDICAL CENTER, LLC
By:        ITS SOLE MEMBER
TRIAD-MEDICAL CENTER AT TERRELL SUBSIDIARY, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-159

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

THE INTENSIVE RESOURCE GROUP, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-160

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD CORPORATE SERVICES, LIMITED PARTNERSHIP
By:        ITS GENERAL PARTNER
TRIAD CSGP, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-161

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD CSGP, LLC
By:        ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-162

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD CSLP, LLC

By:     ITS SOLE MEMBER        

TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-163

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD HOLDINGS II, LLC

By:     ITS SOLE MEMBER

TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-164

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-165

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD RC, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-166

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD TEXAS, LLC

By:     ITS SOLE MEMBER

TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-167

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-ARIZONA I, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-168

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-ARMC, LLC
By:        ITS SOLE MEMBER
NC-SCHI, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-169

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-DENTON HOSPITAL GP, LLC

By:     ITS SOLE MEMBER

TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-170

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-DENTON HOSPITAL, L.P.

By:     ITS GENERAL PARTNER

TRIAD-DENTON HOSPITAL GP, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-171

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-EL DORADO, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-172

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-MEDICAL CENTER AT TERRELL SUBSIDIARY, LLC

By:     ITS SOLE MEMBER

TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-173

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC

By:     ITS SOLE MEMBER        

TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-174

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-SOUTH TULSA HOSPITAL COMPANY, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-175

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRIAD-WILLOW CREEK, LLC

By:     ITS SOLE MEMBER        

QHG OF SPRINGDALE, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-176

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-177

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 2 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-178

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 3 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-179

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 4 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-180

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 5 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-181

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 6 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-182

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 7 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-183

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 8 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-184

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 9 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-185

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 10 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-186

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 11 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-187

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 12 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-188

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 13 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-189

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 14 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-190

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 15 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay   Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-191

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 16 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-192

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 17 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-193

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 18 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-194

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 19 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-195

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 20 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-196

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 21 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-197

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 22 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-198

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 23 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-199

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 24 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-200

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 25 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-201

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 26 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-202

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 27 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager, (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-203

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 28 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-204

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 29 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-205

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 30 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-206

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 31 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-207

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 32 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-208

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 33 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-209

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 34 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-210

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 35 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-211

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 36 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-212

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 37 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-213

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 38 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-214

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 39 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-215

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 40 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-216

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 41 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-217

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 42 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-218

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 43 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-219

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 44 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-220

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 45 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-221

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 46 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-222

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 47 LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-223

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 48 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-224

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 49 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-225

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 50 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-226

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 51 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-227

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 52 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-228

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 53 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-229

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 54 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-230

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 55 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-231

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 56 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-232

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 57 LLC
By:     ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-233

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 58 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-234

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 59 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-235

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 60 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-236

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 61 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-237

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 62 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-238

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 63 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-239

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 64 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-240

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 65 LLC
By:    ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-241

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 66 L.P.
By:    ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-242

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 67 L.P.
By:    ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-243

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 68 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-244

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 69 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-245

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 70 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-246

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 71 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-247

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 72 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-248

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 73 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-249

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 74 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-250

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 75 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-251

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 76 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-252

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 77 L.P.
By:	ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-253

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 78 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INc.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-254

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 79 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-255

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 80 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-256

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 81 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-257

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 82 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-258

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 83 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-259

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 84 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-260

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRI-SHELL 85 L.P.
By:     ITS GENERAL PARTNER
TRI-SHELL 1 INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-261

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TROSCO, LLC
By:     ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-262

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

TRUFOR PHARMACY, LLC
By:     ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON         James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN         Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY         Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-263

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VFARC, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-264

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VHC HOLDINGS, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-265

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VHC MEDICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-266

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VICTORIA HOSPITAL, LLC
By:	ITS SOLE MEMBER
VHC MEDICAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-267

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VICTORIA OF TEXAS, L.P.
By:	ITS GENERAL PARTNER
DETAR HOSPITAL, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-268

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

VMF MEDICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-269

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WAMC, LLC
By:	ITS SOLE MEMBER
WEST ANAHEIM, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-270

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WARSAW HEALTH SYSTEM LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-271

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WESLEY HEALTH SYSTEM LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-272

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WESLEY HEALTHTRUST, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-273

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WEST VIRGINIA MS, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-274

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WHARTON MEDCO, LLC
By:	ITS SOLE MEMBER
TRIAD HOSPITALS, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-275

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WHMC, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-276

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WILLIAMETTE VALLEY CLINICS, LLC
By:	ITS SOLE MEMBER
OREGON HEALTHCORP, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-277

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WILLAMETTE VALLEY MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
OREGON HEALTHCORP, LLC
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-278

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WM MEDICAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-279

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WOMEN & CHILDREN’S HOSPITAL, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS II, LLC
By:	/s/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES D. SHELTON          James D. Shelton	President and Manager (Principal Executive Officer)	October 9, 2002
/s/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Manager (Principal Financial and Accounting Officer)	October 9, 2002
/s/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Manager	October 9, 2002

II-280

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 9, 2002.

WOODLAND HEIGHTS MEDICAL CENTER, LLC
By:	ITS SOLE MEMBER
TRIAD HOLDINGS III, INC.
By:	/S/    DONALD P. FAY
	Donald P. Fay Executive Vice President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Burke W. Whitman and Donald P. Fay, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES D. SHELTON          James D. Shelton	President (Principal Executive Officer)	October 9, 2002
/S/    BURKE W. WHITMAN          Burke W. Whitman	Executive Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	October 9, 2002
/S/    DONALD P. FAY          Donald P. Fay	Executive Vice President, Secretary and Director	October 9, 2002

II-281

EXHIBIT INDEX

Exhibit No.	Description
*1.1	Form of Underwriting Agreement with respect to the Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants, Purchase Contracts and Units.
3.1	Certificate of Incorporation of the Company, as amended April 27, 2001, incorporated herein by reference from Exhibit 3.1 to the Company’s Post Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4, filed with the Commission on April 27, 2001.
3.2	Bylaws of the Company, as amended February 18, 2000, incorporated herein by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 1, 2001.
4.1	Form of Senior Debt Securities Indenture (including form of Senior Debt Securities).
4.2	Form of Subordinated Debt Securities Indenture (including form of Subordinated Debt Securities).
*4.3	Form of Deposit Agreement (including form of Depositary Receipt).
*4.4	Form of Warrant Agreement (including form of Warrant Certificate).
*4.5	Form of Purchase Contract (including form of Purchase Contract Certificate) and, if applicable, Pledge Agreement.
*4.6	Form of Unit Agreement (including form of Unit Certificate).
*4.7	Certificate of Designation of Preferred Stock.
*4.8	Form of Preferred Stock Certificate.
4.9	Rights Agreement, dated as of May 11, 1999, between Triad Hospitals, Inc. and National City Bank, as Rights Agent, incorporated herein by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed with the Commission on June 11, 1999.
5.1	Opinion of Dewey Ballantine LLP.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Dewey Ballantine LLP (included in its opinion filed as Exhibit 5.1).
23.2	Consent of Independent Auditors (Ernst & Young LLP).
24	Powers of Attorney (included on the signature page hereto).
**25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Debt Securities Indenture.
**25.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Subordinated Debt Securities Indenture.

* To be filed with a post-effective amendment to the Registration Statement or incorporated by reference from a Current Report on Form 8-K.

** To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).

EX-4.1

                                                                     Exhibit 4.1

                              TRIAD HOSPITALS, INC.


                             SENIOR DEBT SECURITIES

                                    INDENTURE

                            Dated as of [___________]


                               [_______________]
                                   as Trustee





                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                                     Indenture Section
                                                                             
310  (a)(1) ....................................................................  7.1, 7.10
     (a)(2) ....................................................................  7.1
     (a)(3) ....................................................................  N.A.
     (a)(4) ....................................................................  N.A.
     (a)(5) ....................................................................  7.1, 7.10
     (b) .......................................................................  7.1, 7.10
     (b)(1)(9) .................................................................  7.1, 7.10
     (c) .......................................................................  N.A.
311  (a) .......................................................................  7.11
     (b) .......................................................................  7.11
     (c) .......................................................................  N.A.
312  (a) .......................................................................  2.7
     (b) .......................................................................  12.3
     (c) .......................................................................  7.6, 12.3
313  (a) .......................................................................  7.6
     (b)(2) ....................................................................  7.6. 7.7
     (c) .......................................................................  7.6; 12.2
     (d) .......................................................................  7.6
314  (a) .......................................................................  4.3, 12.2
     (a)(4) ....................................................................  12.5
     (b) .......................................................................  N.A.
     (c)(1) ....................................................................  12.4
     (c)(2) ....................................................................  12.4
     (c)(3) ....................................................................  N.A.
     (d) .......................................................................  N.A.
     (e) .......................................................................  12.5
     (f) .......................................................................  N.A.
315  (a) .......................................................................  7.1
     (b) .......................................................................  7.5, 12.2
     (c) .......................................................................  7.1
     (d) .......................................................................  7.1
     (e) .......................................................................  6.11
316  (a)(last sentence) ........................................................  2.9
     (a)(1)(A) .................................................................  6.5
     (a)(1)(B) .................................................................  6.4
     (a)(2) ....................................................................  N.A.
     (b) .......................................................................  6.7
     (c) .......................................................................  2.13
317  (a)(1) ....................................................................  6.8
     (a)(2) ....................................................................  6.9
     (b) .......................................................................  2.5
318 (a) ........................................................................  12.1
     (b) .......................................................................  N.A.
     (c) .......................................................................  12.1


N.A.  means not applicable.

*This Cross-Reference Table is not part of this Indenture.




                                TABLE OF CONTENTS


                                                                                               PAGE
                                                                                               ----
                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                                                                                            
Section 1.1       Definitions ...............................................................   1
Section 1.2       Other Definitions .........................................................   7
Section 1.3       Terms of TIA ..............................................................   7
Section 1.4       Rules of Construction .....................................................   8

                                   ARTICLE II

                                    THE NOTES

Section 2.1       Form Generally ............................................................   8
Section 2.2       Securities in Global Form .................................................   8
Section 2.3       Title and Terms ...........................................................   9
Section 2.4       Execution, Authentication, Delivery and Dating ............................  11
Section 2.5       Registrar and Paying Agent                                                   12
Section 2.6       Paying Agent to Hold Money in Trust .......................................  13
Section 2.7       Holder Lists ..............................................................  13
Section 2.8       Registration, Registration of Transfer and Exchange .......................  13
Section 2.9       Replacement Securities ....................................................  15
Section 2.10      Outstanding Securities ....................................................  15
Section 2.11      Temporary Securities ......................................................  16
Section 2.12      Cancellation ..............................................................  16
Section 2.13      Payment of Interest; Interest Rights Preserved ............................  16
Section 2.14      Persons Deemed Owners .....................................................  17
Section 2.15      Computation of Interest ...................................................  17
Section 2.16      CUSIP Numbers .............................................................  17

                                   ARTICLE III

                                   REDEMPTION

Section 3.1       Right to Redeem; Notice of Redemption to Trustee ..........................  17
Section 3.2       Selection of Securities to Be Redeemed ....................................  17
Section 3.3       Notice of Redemption to Holders ...........................................  18
Section 3.4       Effect of Notice of Redemption ............................................  18
Section 3.5       Deposit of Redemption Price ...............................................  18
Section 3.6       Securities Redeemed in Part ...............................................  19
ARTICLE IV

                                    COVENANTS

Section 4.1       Payment of Securities .....................................................  19
Section 4.2       Maintenance of Office or Agency ...........................................  19
Section 4.3       Reports ...................................................................  20


                                       -i-





                                                                                                PAGE
                                                                                                ----

                                                                                             
Section 4.4       Compliance Certificate ......................................................  20

                                              ARTICLE V

SUCCESSORS

Section 5.1       Consolidation, Merger and Sale of Assets ....................................  20
Section 5.2       Successor Person Substituted ................................................  20

                                             ARTICLE VI

                                        DEFAULTS AND REMEDIES

Section 6.1       Events of Default ...........................................................  21
Section 6.2       Acceleration ................................................................  22
Section 6.3       Other Remedies ..............................................................  22
Section 6.4       Waiver of Past Defaults .....................................................  23
Section 6.5       Control by Majority .........................................................  23
Section 6.6       Limitation on Suits .........................................................  23
Section 6.7       Rights of Holders of Securities to Receive Payment ..........................  23
Section 6.8       Collection Suit by Trustee ..................................................  23
Section 6.9       Trustee May File Proofs of Claim ............................................  24
Section 6.10      Priorities ..................................................................  24
Section 6.11      Undertaking for Costs .......................................................  24

                                             ARTICLE VII

                                               TRUSTEE

Section 7.1       Duties of Trustee ...........................................................  25
Section 7.2       Rights of Trustee ...........................................................  25
Section 7.3       Individual Rights of Trustee ................................................  26
Section 7.4       Trustee's Disclaimer ........................................................  27
Section 7.5       Notice of Defaults ..........................................................  27
Section 7.6       Reports by Trustee to Holders of the Securities .............................  27
Section 7.7       Compensation and Indemnity ..................................................  27
Section 7.8       Replacement of Trustee ......................................................  28
Section 7.9       Successor Trustee by Merger, etc. ...........................................  29
Section 7.10      Eligibility; Disqualification ...............................................  29
Section 7.11      Preferential Collection of Claims Against the Company .......................  29
Section 7.12      Trustee's Application for Instructions from the Company .....................  29

                                            ARTICLE VIII

                                     SATISFACTION AND DISCHARGE

Section 8.1       Discharge of Liability on Securities ........................................  29
Section 8.2       Repayment to the Company ....................................................  30
Section 8.3       Option to Effect Defeasance or Covenant Defeasance ..........................  30
Section 8.4       Defeasance and Discharge ....................................................  31


                                      -ii-






                                                                                                    PAGE
                                                                                                    ----
                                                                                                 
Section 8.5       Covenant Defeasance ............................................................   31
Section 8.6       Conditions to Defeasance or Covenant Defeasance ................................   31

                                             ARTICLE IX

                                       SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures without Consent of Holders .............................   32
Section 9.2       Supplemental Indentures with Consent of Holders ................................   33
Section 9.3       Compliance with Trust Indenture Act ............................................   34
Section 9.4       Revocation and Effect of Consents, Waivers and Actions .........................   34
Section 9.5       Notation On or Exchange of Securities ..........................................   34
Section 9.6       Trustee to Sign Supplemental Indentures ........................................   34
Section 9.7       Effect of Supplemental Indentures ..............................................   34

                                              ARTICLE X

                                            SINKING FUNDS

Section 10.1      Applicability of Article .......................................................   35
Section 10.2      Satisfaction of Sinking Fund Payments with Securities ..........................   35
Section 10.3      Redemption of Securities for Sinking Fund ......................................   35

                                             ARTICLE XI

                                             GUARANTEES

Section 11.1      Applicability of Article .......................................................   35
Section 11.2      Guarantee ......................................................................   36
Section 11.3      Limitation on Guarantor Liability ..............................................   36
Section 11.4      Release of Guarantors ..........................................................   37

                                             ARTICLE XII

                                            MISCELLANEOUS

Section 12.1      Trust Indenture Act Controls ...................................................   37
Section 12.2      Notices ........................................................................   37
Section 12.3      Communication by Holders of Securities with Other Holders of Securities ........   38
Section 12.4      Certificate and Opinion as to Conditions Precedent .............................   38
Section 12.5      Statements Required in Certificate or Opinion ..................................   38
Section 12.6      Rules by Trustee and Agents ....................................................   39
Section 12.7      No Personal Liability of Directors, Officers, Employees and Stockholders .......   39
Section 12.8      Governing Law ..................................................................   39
Section 12.9      No Adverse Interpretation of Other Agreements ..................................   39
Section 12.10     Successors .....................................................................   39
Section 12.11     Severability ...................................................................   39
Section 12.12     Counterpart Originals; Acceptance by Trustee ...................................   39
Section 12.13     Table of Contents, Headings, etc. ..............................................   40
Section 12.14     Legal Holidays .................................................................   40


                                      -iii-



EXHIBITS:

Exhibit A         Form of Security

                                      -iv-



         INDENTURE dated as of [___________] by and between Triad Hospitals,
Inc., a Delaware corporation (the "Company"), and [___________], a national
banking association, duly organized and validly existing under the laws of the
United States of America, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness (herein called the "Securities") to be issued
in one or more series as provided in this Indenture.

         For and in consideration of the premises and purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities of each series thereof as
follows:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1       Definitions.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "Control" when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such
Person, directly or indirectly, whether through the ownership of Voting Stock,
by contract or otherwise; and the terms "Controlling" and "Controlled" have
meanings correlative to the foregoing.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as amended, or any similar United States Federal or state law relating to the
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

         "Bearer Security" means any Security, including any interest coupons
appertaining thereto, that does not provide for the identification of the
Securityholder thereof.

         "Board of Directors" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, partnership interests, participation, rights in or other equivalents
(however designated) of such Person's capital stock, and any rights (other than
debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock, whether now outstanding
or issued after the date hereof.

                                        1



         "Capitalized Lease Obligation" means, with respect to any Person, any
obligation of such Person under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that is required to
be classified and accounted for as a capital lease obligation under GAAP, and,
for the purpose hereof, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

         "Company" shall have the meaning assigned to such term in the preamble.

         "Company Order" means a written order signed in the name of the Company
by an Officer and delivered to the Trustee or, with respect to Sections 2.4,
2.8, 2.11 and 7.2, any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

         "Commission" means the Securities and Exchange Commission.

         "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 12.2 or such other address as to which the Trustee
may give notice to the Company.

         "Currency Agreement" means, with respect to any Person, any foreign
currency protection agreement, any foreign exchange contract, forward contract,
currency swap agreement, currency option agreement or other similar agreement or
arrangement to which such Person is a party or by which such Person is a party
or by which it is bound.

         "Default" means any event that is, or after notice or the passage of
time or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.3(a) as
the Depositary with respect to the Securities, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Discount Security" means any Security which provides for an amount
less than the Principal Amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 6.2.

         "Disqualified Stock" means, with respect to any Person and the
Securities of any series and the Guarantees thereof, if any, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is exercisable or exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the final Stated Maturity of
the Securities of such series; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change in control" occurring prior to the
final Stated Maturity of the Securities of such series shall not constitute
Disqualified Stock if the "asset sale" or "change in control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the analogous provisions, if any, which apply to the
Securities of such series and such Capital Stock provides that such Person will
not repurchase or redeem any such Capital Stock pursuant to such provisions
prior to the Company's repurchase of the Securities of such series as are
required to be repurchased pursuant to the analogous provisions which apply to
the Securities of such series.

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       2



         "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied, that
are in effect on the date of determination.

         "Global Security" or "Global Securities" means any Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or a part of a series of Securities issued to the Depositary of
such series or its nominee and registered in the name of such Depositary or
nominee.

         "Guarantee" means, as applied to any obligation, (a) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (b) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn by letters of credit.

         "Guarantor" means with respect to Securities of any series, any
Restricted Subsidiary who has guaranteed the obligations of the Company under
this Indenture and with respect to such series of Securities pursuant to Article
XI; provided that upon the release and discharge of any Person from its Security
Guarantee in accordance with this Indenture, such Person shall cease to be a
Guarantor.

         "Holder" or "Securityholder," when used with respect to any Security,
means, in the case of a Registered Security, a person in whose name a Security
is registered on the Registrar's books and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

         "Indebtedness" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Person (without duplication):

         (1)      all Indebtedness of such Person for borrowed money;

         (ii)     all obligations of such Person evidenced by bonds, debentures,
                  notes or other similar instruments;

         (iii)    all obligations of such Person in respect of letters of credit
                  or other similar instruments (including reimbursement
                  obligations with respect thereto, but excluding obligations
                  with respect to letters of credit (including trade letters of
                  credit) securing obligations (other than obligations described
                  in (i) or (ii) above or (v), (vi) or (ix) below) entered into
                  in the ordinary course of business of such Person to the
                  extent such letters of credit are not drawn upon or, if drawn
                  upon, to the extent such drawing is reimbursed no later than
                  the third Business Day following receipt by such Person of a
                  demand for reimbursement);

        (iv)      all obligations of such Person to pay the deferred and unpaid
                  purchase price of property, which purchase price is due more
                  than six months after the date of placing such property in
                  service or taking delivery and title thereto;

        (v)       all Capitalized Lease Obligations;

        (vi)      all Indebtedness of other Persons secured by a Lien on any
                  asset of such Person, whether or not such Indebtedness is
                  assumed by such Person;

        (vii)     the Disqualified Stock of such Person;

        (viii)    all Indebtedness of other persons guaranteed by such Person to
                  the extent of such Guarantee; and

                                        3








         (ix)   to the extent not otherwise included in this definition,
                obligations under Currency Agreements and Interest Rate
                Agreements (other than Currency Agreements and Interest Rate
                Agreements designed solely to protect the Company or its
                Restricted Subsidiaries against fluctuations in foreign currency
                exchange rates or interest rates and that do not increase the
                Indebtedness of the obligor outstanding at any time other than
                as a result of fluctuations in foreign currency exchange rates
                or interest rates or by reason of fees, indemnities and
                compensation payable thereunder).

         The amount of Indebtedness of any Person as of any determination date
         shall be the outstanding balance on such date in the case of
         unconditional obligations and, with respect to contingent obligations,
         the maximum liability upon the occurrence of the contingency giving
         rise to the obligations, provided that

                (A)    the amount outstanding at any time of any Indebtedness
                       issued at a price less than its principal or face amount
                       at maturity shall be the amount of the liability in
                       respect thereof determined in accordance with GAAP;

                (B)    the amount of Indebtedness represented by Disqualified
                       Stock of any Person shall be the maximum amount that such
                       Person can be required to pay to redeem, repay or
                       repurchase such Disqualified Stock (excluding any accrued
                       dividends) as of the determination date, and if such
                       price is based upon, or measured by, the fair market
                       value of such Disqualified Stock, such fair market value
                       will be determined in good faith by the Board of
                       Directors of the issuer of such Disqualified Stock;

                (C)    the amount of Indebtedness secured by a Lien on any asset
                       of a Person shall be the lesser of (x) the fair market
                       value of such asset as of the determination date and (y)
                       the amount of such Indebtedness;

                (D)    the amount of Indebtedness represented by obligations
                       under any Currency Agreement or Interest Rate Agreement
                       shall be the termination value of such agreement that
                       would be payable by such Person if it was terminated as
                       of the date of determination; and

                (E)    money borrowed and set aside at the time of the
                       incurrence of any Indebtedness in order to refund the
                       payment of the interest on such Indebtedness shall not be
                       deemed to be "Indebtedness" so long as such money is held
                       to secure the payment of such interest.

         Notwithstanding the foregoing, Indebtedness shall not include:

                (i)    trade payables and accrued liabilities arising in the
                       ordinary course of business;

                (ii)   any liability for Federal, state, local or other taxes;

                (iii)  performance, surety or appeal bonds or other similar
                       agreements or arrangements provided consistent with
                       industry practice or in the ordinary course of business;
                       or

                (iv)   indemnification, adjustment of purchase price or similar
                       obligations under, or guarantees or letters of credit,
                       surety bonds, appeal bonds, performance bonds or other
                       similar agreements or arrangements securing any
                       obligations of the Company or any of its Subsidiaries
                       pursuant to, agreements relating to the acquisition or
                       disposition of any assets or Restricted Subsidiary (other
                       than guarantees of Indebtedness incurred by any

                                       4



                       Person acquiring all or any portion of such business,
                       assets or Restricted Subsidiary for the purpose of
                       financing such acquisition).

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Interest," when used with respect to a Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate futures agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate floor agreement,
interest rate hedge agreement, option or futures contract or other similar
agreement or arrangement to which such Person is a party or by which it is
bound.

         "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), security interest, hypothecation, assignment for security, claim, or
preference of priority or other encumbrance upon or with respect to any property
of any kind, real or personal, movable or immovable, now owned or hereafter
acquired. A Person shall be deemed to own subject to a Lien any property which
such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement having substantially the same economic effect as the foregoing.

         "Material Subsidiary" of a Person means any Restricted Subsidiary that
would be a significant subsidiary of such Person, as defined in Rule 1-02 of
Regulation S-X promulgated by the Commission.

         "Maturity," when used with respect to any Security, means the date on
which the Principal of such Security or an installment of Principal or, in the
case of a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 6.2, becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, any Executive or Senior Vice
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary or any Vice President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the Chief Executive
Officer, the Chief Financial Officer or the principal accounting officer of the
Company, that meets the requirements of Section 12.5.

         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.5. The counsel may be an employee of or counsel to
the Company, any Subsidiary of the Company or the Trustee.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
4.2, the Principal of and any interest on the Securities of that series are
payable as specified as contemplated by Section 2.3(a).

                                       5



         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.9 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

         "Principal" or "Principal Amount" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.

         "Redemption Date," when used with respect to any Security to be
redeemed, shall mean the date specified for redemption of such Security in
accordance with the terms of such Security and this Indenture.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 2.3(a).

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the global agency and trust services department of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.

         "Security Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Securities by any Restricted Subsidiary in
accordance with the provisions of this Indenture.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securityholder" or "Holder," when used with respect to any Security,
means in the case of a Registered Security, a person in whose name a Security is
registered on the Registrar's books and, in the case of a Bearer Security, the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.

         "Stated Maturity" means, when used with respect to any note or any
installment of interest thereon, the date specified in such note as the fixed
date on which the principal of such note or such installment of interest is due
and payable, and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness or any installment of interest
thereon is due and payable.

                                       6



         "Subsidiary" means any Person a majority of the Voting Stock of which
is at the time owned, directly or indirectly, by the Company or by one or more
other Subsidiaries. For purposes of this definition, any directors' qualifying
shares shall be disregarded in determining the ownership of a Subsidiary.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)77aaa
- -77bbbb) as in effect on the date on which this Indenture is qualified under the
TIA, except as provided in Section 9.3 hereof.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Subsidiary" means, except as otherwise specified as
contemplated by Section 2.3(a), (a) any Subsidiary that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors, as provided below) and (b) any Subsidiary of any Unrestricted
Subsidiary; provided, however, that in no event shall any Guarantor be an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary so long as (i) neither the Company nor any Restricted Subsidiary is
directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no
default with respect to any Indebtedness of such Subsidiary would permit (upon
notice, lapse of time or otherwise) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary, except any nonrecourse guarantee given
solely to support the pledge by the Company or a Restricted Subsidiary of the
Capital Stock of an Unrestricted Subsidiary, to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity and (iii) any such designation by the Board of Directors
shall be evidenced to the Trustee by filing a Board Resolution with the Trustee
giving effect to such designation. The Board of Directors may designate any
Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving
effect to such designation, there would be no Default or Event of Default under
this Indenture.

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have voting power by reason of
the happening of any contingency).

         Section 1.2       Other Definitions.

         Term Defined                                         in Section

         "Covenant Defeasance" ..........................          8.5
         "Defeasance" ...................................          8.4
         "Event of Default" .............................          6.1
         "Legal Holiday" ................................        12.14
         "Paying Agent" .................................          2.5
         "Registrar" ....................................          2.5


         Section 1.3     Terms of TIA.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

                  "indenture securities" means the Securities;

                                       7



                  "indenture security holder" means a Holder of a Security;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
         Trustee; and

                  "obligor" on the Securities and the Security Guarantees means
         the Company and the Guarantors, respectively, and any successor obligor
         upon the Securities and the Security Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA in reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

         Section 1.4    Rules of Construction.

         Unless the context otherwise requires: (i) a term has the meaning
assigned to it; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP; (iii) "or" is not exclusive; (iv) words
in the singular include the plural, and in the plural include the singular; (v)
provisions apply to successive events and transactions; (vi) references to
sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the Commission
from time to time; and (vii) unless the context otherwise requires, any
reference to an "Article," a "Section" or an "Exhibit" refers to an Article, a
Section or an Exhibit, as the case may be, of this Indenture.

                                   ARTICLE II

                                    THE NOTES

         Section 2.1    Form Generally.

         The Registered Securities of each series and the Trustee's certificates
of authentication shall be in substantially such form as shall be established by
delivery to the Trustee of an Officers' Certificate or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities as evidenced by their
execution of the Securities.

         The permanent Securities shall be printed, lithographed, engraved or
cord processed or produced by any combination of these methods or may be
produced in any other manner, provided that such method is permitted by the
rules of any securities exchange on which such Securities may be listed, all as
determined by the Officers executing such Securities as evidenced by their
execution of such Securities.

         Section 2.2    Securities in Global Form.

         If Securities of a series are issuable in temporary or permanent global
form, as specified as contemplated by Section 2.3(a), then, notwithstanding
clause (9) of Section 2.3(a) and the provisions of Section 2.3(b), any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon or otherwise
notated on the books and records of the Registrar and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount of any increase or decrease in the amount of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given

                                       8



by such person or persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 2.4 or 2.11. Subject to the
provisions of Section 2.4 and, if applicable, Section 2.11, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the person or persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 2.4 or 2.11 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or other notation on the books and records of the
Registrar or delivery or redelivery of a Security of such series in global form
shall be in writing but need not comply with Section 12.4 or 12.5 and need not
be accompanied by an Opinion of Counsel (except as required by Section 2.4).

         The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

         Notwithstanding the provisions of Sections 2.1 and 2.13, unless
otherwise specified as contemplated by Section 2.3(a), payment of Principal of
and any interest on any Security in global form shall be made to the person or
persons specified therein.

         None of the Company, the Guarantor, if any, the Trustee of such series
of Securities, any Paying Agent or the Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

         Section 2.3   Title and Terms.

         (a)  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established and, subject to
Section 2.4, set forth, or determined in the manner provided, in an Officers'
Certificate or established in one or more indentures supplemental hereto, prior
to the issuances of Securities of any series, any or all of the following, as
applicable:

         (1)  the title and series designation of the Securities of the series
         (which shall distinguish the Securities of the series from all other
         Securities);

         (2)  any limit upon the aggregate Principal Amount of the Securities of
         the series which may be authenticated and delivered under this
         Indenture (except for Securities authenticated and delivered upon
         registration of, transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5
         or 10.3 and except for any Securities which, pursuant to Section 2.4,
         are deemed never to have been authenticated and delivered hereunder);

         (3)  the price or prices at which the Securities of the series will be
         issued;

         (4)  if the Securities of the series will be guaranteed and the terms
         of any such Guarantees;

         (5)  the date or dates on which the Principal of the Securities of the
         series is payable;

         (6)  the interest rate or rates of the Securities of the series or the
         method for calculating the interest rate, and the date or dates from
         which any such interest shall accrue;

                                       9



         (7)  the place or places where, subject to the provisions of Section
         4.2, the Principal of or interest on Securities of the series will be
         payable and where any Securities of the series may be surrendered for
         registration of transfer, Securities of the series may be surrendered
         for exchange and notices and demands to or upon the Company in respect
         of the Securities of the series and this Indenture may be served;

         (8)  the right, if any, to redeem the Securities of the series and the
         terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part;

         (9)  any mandatory or optional sinking fund or analogous provisions;

         (10) whether the Securities of the series will be secured and any
         provisions relating to the security provided;

         (11) if and the terms and conditions upon which the Securities of the
         series may or must be converted into securities of the Company or
         exchanged for securities of the Company or another enterprise;

         (12) if other than the Principal Amount thereof, the portion of the
         Principal Amount of any Securities of the series which shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 6.2;

         (13) whether the Securities of the series, in whole or any specified
         part, shall not be defeasible pursuant to Section 8.4 or 8.5 or both
         such Sections and, if other than by an Officers' Certificate, the
         manner in which any election by the Company to defease such Securities
         shall be evidenced;

         (14) any addition to or change in the Events of Default which apply to
         any Securities of the series and any change in the right of the Trustee
         or the requisite Holders of such Securities to declare the Principal
         Amount thereof due and payable pursuant to Section 6.2;

         (15) the denominations in which any Registered Securities of the series
         shall be issuable, if other than denominations of $1,000 and any
         integral multiple thereof;

         (16) if other than U.S. dollars, the currency or currencies, including
         composite currencies, in which payment of the Principal of or interest
         on the Securities of the series shall be payable and whether the
         Securities of the series may be satisfied and discharged other than as
         provided in Article VIII;

         (17) any terms applicable to Original Issue Discount, if any, (as that
         term is defined in the Internal Revenue Code of 1986 and the
         Regulations thereunder) including the rate or rates at which such
         Original Issue Discount, if any, shall accrue;

         (18) if the Securities of the series may be issued or delivered
         (whether upon original issuance or upon exchange of a temporary
         Security of such series or otherwise), or any installment of Principal
         of or any interest is payable, only upon receipt of certain
         certificates or other documents or satisfaction of other conditions in
         addition to those specified in this Indenture, the form and terms of
         such certificates, documents or conditions;

         (19) whether the Securities may be represented initially by a Security
         in temporary or permanent global form and, if so, the Depositary with
         respect to any such temporary or permanent Global Security, and if
         other than as provided in Section 2.8 or 2.11, as applicable, whether
         and the circumstances under which beneficial owners of interests in any
         such temporary or permanent Global Security may exchange such interests
         for Securities of such series and of like tenor of any authorized form
         and denomination;

                                       10



         (20) whether Securities of the series are to be issued as Registered
         Securities, Bearer Securities or both, and any other terms required for
         the establishment of a series of Bearer Securities, including, but not
         limited to, tax compliance procedures;

         (21) any special United States Federal income tax considerations
         applicable to the Securities of the series;

         (22) any addition to or change in the covenants set forth in Article IV
         which apply to Securities of the series; and

         (23) any other terms of the Securities of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(8)).

         All Securities of any one series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to an Officers' Certificate pursuant to
this Section 2.3(a) or in any indenture supplemental hereto.

         All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of any appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         (b) Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, any Securities of a series shall be
issuable in denominations of $1,000 or integral multiples thereof.

         Section 2.4  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by an Officer
by manual or facsimile signature. If an Officer whose signature is on a Security
no longer holds that office at the time a Security is authenticated, the
Securities shall nevertheless be valid.

         At any time and from time to time after the execution and delivery of
this Indenture (and subject to delivery of an Officers' Certificate or a
supplemental indenture as set forth in Section 2.3(a) with respect to the
initial issuance of Securities of any series), the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. If the forms or terms of
the Securities of the series have been established in or pursuant to one or more
Officers' Certificates as permitted by Sections 2.1 and 2.3(a), in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating:

         (a) that the form or forms and terms of such Securities have been duly
   authorized by the Company and established in conformity with the provisions
   of this Indenture; and

         (b) that such Securities when authenticated and delivered by the
   Trustee or its authenticating agent and issued by the Company in the manner
   and subject to any conditions specified in such Opinion of Counsel, will

                                       11



   constitute legal, valid and binding obligations of the Company, enforceable
   in accordance with their terms, subject to customary exceptions.

         Notwithstanding the provisions of Section 2.3(a) and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.3(a) and the Opinion of Counsel required by the
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                   [_________________],
                                                   as Trustee

                                                   By:

                                                          Authorized Officer

         Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.12 together with a written statement (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

         Section 2.5   Registrar and Paying Agent.

         The Company shall maintain, with respect to each series of Securities,
an office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where such
Securities may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall promptly
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.

         The Company shall enter into an appropriate agency agreement with
respect to each series of Securities with any Registrar or Paying Agent (if not
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or
Paying Agent for a particular series of Securities, the

                                       12



Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent or Registrar.

         The Company initially appoints the Trustee and the Trustee accepts its
appointment to act as the Registrar and Paying Agent.

         Section 2.6   Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders of Securities of any series or the Trustee all money held by the Paying
Agent for the payment of Principal of or interest on such series of Securities,
and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders of any series of Securities all money held
by it as Paying Agent.

         Section 2.7   Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders of each series of Securities and shall otherwise comply with TIA (S)
312(a). If the Trustee is not the Registrar, the Company shall cause to be
furnished to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Holders of such series of Securities and the
Company shall otherwise comply with TIA (S) 312(a).

         Section 2.8   Registration, Registration of Transfer and Exchange.

         Upon surrender for registration of transfer of any Securities of a
series at an office or agency of the Company designated pursuant to Section 4.2
for such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denominations, of a
like aggregate principal amount. The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Securityholder requesting such transfer or exchange (other
than any exchange of a temporary Security for a permanent Security not involving
any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or
10.3, not involving any transfer).

         Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section 2.8, a Security in
global form representing all or a portion of the Securities of a series may not
be transferred except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series of any authorized denomination or
denominations, of a like aggregate Principal Amount and tenor, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

                                       13



         If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of permanent
Securities of such series, will authenticate and deliver Securities of such
series in permanent form in an aggregate Principal Amount equal to the Principal
Amount of the Security or Securities in global form representing such series in
exchange for such Security or Securities in global form.

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of permanent Securities of such series, will
authenticate and deliver Securities of such series in permanent form and in an
aggregate Principal Amount equal to the Principal Amount of the Security or
Securities in global form representing such series in exchange for such Security
or Securities in global form.

         Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any Global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for permanent Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.3(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee permanent Securities in
aggregate Principal Amount equal to the Principal Amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for permanent
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such Global Security, an equal aggregate Principal
Amount of permanent Securities of the same series of authorized denominations
and of like tenor as the portion of such Global Security to be exchanged which
shall be in the form of Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that
notwithstanding the last paragraph of this Section 2.8, no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date. If a Registered Security is issued in exchange for any portion
of a Global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest (as
defined herein), interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such Global Security is
payable in accordance with the provisions of this Indenture.

         Upon the exchange of a Security in global form for Securities in
permanent form, such Security in global form shall be cancelled by the Trustee.
All cancelled Securities held by the Trustee shall be destroyed by the Trustee
and a certificate of their destruction delivered to the Company unless the
Company directs, by Company Order, that the Trustee shall cancel Securities and
deliver a certificate of destruction to the Company. Securities issued in
exchange for a Security in global form pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Securities as instructed in writing by the
Depositary.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

                                       14



         Every Security presented or surrendered for registration of transfer or
for exchange shall be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed,
by the Holder thereof or his attorney duly authorized in writing.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Securities of any series during a period beginning at the
opening of 15 Business Days before any selection of Securities of that series to
be redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security of a series so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

         Section 2.9    Replacement Securities.

         If (a) any mutilated Security is surrendered to the Trustee or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of written notice to the
Company, any such paying agent or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall issue and execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and Principal Amount, bearing a number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Securities under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or Paying Agent)
connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company and any such new
Security shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

         The provisions of this Section 2.9 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.10   Outstanding Securities.

         Securities of any series "Outstanding" at any time are, as of the date
of determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section as not outstanding. A
Security does not cease to be "Outstanding" because the Company or an Affiliate
thereof holds the Security. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles VI and IX). In addition, in determining whether the Holders of the
requisite Principal Amount of Outstanding Securities have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, (i) the Principal Amount of a Discount Security that shall be deemed
to be Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a
Security denominated in a foreign currency or currencies shall be the Dollar
equivalent, as determined on the date of original issuance of such Security, of
the Principal Amount (or, in the case of a Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security.

                                       15



         If a Security has been replaced pursuant to Section 2.8 in exchange for
or in lieu of which another Security has been authenticated and delivered
pursuant to this Indenture, it ceases to be Outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.

         If the Trustee (other than the Company, a Subsidiary of the Company or
an Affiliate of any thereof) holds, in accordance with this Indenture, on a
Redemption Date or on Stated Maturity, money sufficient to pay Securities
payable on that date, then on and after that date such Securities shall cease to
be Outstanding and interest, if any, on such Securities shall cease to accrue.

         Section 2.11   Temporary Securities.

         Pending the preparation of permanent Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities. Temporary Securities shall be substantially in
the form of permanent Securities but may have variations that the Company
considers appropriate for temporary Securities and as shall be reasonably
acceptable to the Trustee. The Company may prepare and the Trustee upon request
shall authenticate permanent Securities of the same series and date of maturity
in exchange for temporary Securities. Until so exchanged in full, temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities of the same series.

         Section 2.12   Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of the Securities in accordance with its customary procedures
(subject to the record retention requirement of the Exchange Act). The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

         Section 2.13   Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder. The
Company shall pay such Defaulted Interest in any lawful manner plus, to the
extent lawful, interest payable upon the Defaulted Interest to the Persons who
are Holders of the series on a subsequent special record date, which date shall
be at the earliest practicable date but in all events at least five Business
Days prior to the payment date (herein called "Special Record Date"). The
Company shall fix or cause to be fixed each such Special Record Date and payment
date, and shall, promptly thereafter, notify the Trustee of any such date. At
least 15 days before the Special Record Date, the Company (or the Trustee, in
the name of and at the expense of the Company) shall mail to the Holders of the
series a notice that states the Special Record Date, the related payment date
and the amount of such interest to be paid. The Company may pay Defaulted
Interest in any other lawful manner.

         Subject to the foregoing provisions of this Section and Section 2.8,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                                       16



         Section 2.14   Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of Principal of and (except as
otherwise specified as contemplated by Section 2.3(a) and subject to Section 2.8
and 2.13) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

         None of the Company, the Trustee, any Paying Agent or the Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Security
in global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.

         Section 2.15   Computation of Interest.

         Except as otherwise specified as contemplated by Section 2.3(a) for
Securities of any series, (i) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.

         Section 2.16   CUSIP Numbers.

         The Company, in issuing the Securities, may use "CUSIP" numbers (if
then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities of a series or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE III

                                   REDEMPTION

         Section 3.1    Right to Redeem; Notice of Redemption to Trustee.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.3(a) for Securities of any
series) in accordance with this Article III. If the Company elects to redeem
Securities of any series, it shall, at least 30 days but not more than 60 days
before the Redemption Date, notify the Trustee in writing of, the Redemption
Date and the Principal Amount of and of any other information necessary to
identify the Securities of such series to be redeemed and the Redemption Price.

         Section 3.2    Selection of Securities to Be Redeemed.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, if less than all the Securities of any
series with the same issue date, interest rate and Stated Maturity are to be
redeemed, the Trustee shall select the particular Securities to be redeemed by
such method as the Trustee considers fair and appropriate, which method may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the Principal Amount of Securities of such series of a denomination
larger than the minimum authorized denomination for

                                       17



Securities of that series. The Trustee shall make the selection not more than 60
days before the Redemption Date from Outstanding Securities of such series not
previously called for redemption. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities to be redeemed and, in the case of any portions of Securities to be
redeemed, the Principal Amount thereof to be redeemed.

         Section 3.3   Notice of Redemption to Holders.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder of Securities to be redeemed.
The notice shall identify the Securities to be redeemed (including "CUSIP"
number(s), if any) and shall state: (i) the Redemption Date; (ii) the Redemption
Price; (iii) if fewer than all the Outstanding Securities of any series are to
be redeemed, the identification (and in the case of partial redemption, the
Principal Amounts) of the particular Securities to be redeemed; (iv) that the
particular Securities to be redeemed must be surrendered to the Paying Agent to
collect the Redemption Price; (v) that on the Redemption Date the Redemption
Price will become due and payable upon each such Security (or portion thereof)
to be redeemed and, if applicable, that interest thereon will cease to accrue on
and after said date; (vi) the paragraph of the particular Securities called for
redemption and/or the Section of this Indenture pursuant to which such
Securities are being redeemed; (vii) the place or places where such Securities
are to be surrendered for payment of the Redemption Price; (viii) that the
redemption is for a sinking fund, if such is the case; and (ix) that no
representation is made as to the correctness or accuracy of the "CUSIP" number,
if any, listed in such notice or printed on the particular Securities called for
redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that, in
all cases, the text of such Company's notice shall be prepared by the Company.

         Section 3.4   Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.3,
Securities of a series called for redemption become irrevocably due and payable
on the Redemption Date at the Redemption Price. A notice of redemption may not
be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the Redemption Price plus accrued interest at the Redemption Date.

         Section 3.5   Deposit of Redemption Price.

         No later than 11:00 a.m., New York City time, on the Redemption Date,
the Company shall deposit with the Paying Agent money sufficient to pay the
Redemption Price of and accrued interest on all Securities to be redeemed on
that date. The Paying Agent shall promptly return to the Company any money
deposited with the Paying Agent by the Company in excess of the amounts
necessary to pay the Redemption Price of, and accrued interest on, all
Securities to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest shall cease to accrue on the
Securities or the portions of Securities called for redemption. If a Security is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Security was registered at the close of business on
such record date. If any Security called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid Principal,
from the Redemption Date until such Principal is paid, and to the extent lawful
on any interest not paid on such unpaid Principal, in each case at the rate
provided in the Securities.

                                       18



         Section 3.6   Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and execute and, upon the Company's written request, the Trustee
shall authenticate for the Holder of such Securities a new Security equal in
Principal Amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE IV

                                    COVENANTS

         Section 4.1   Payment of Securities.

         The Company shall pay or cause to be paid the Principal of and interest
on the Securities on the dates and in the manner provided in the Securities.
Principal and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m.
New York City time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all Principal and
interest then due. Unless otherwise provided as contemplated by Section 2.3(a)
with respect to any series of Securities, at the option of the Company interest
may be paid by check mailed to the address of the Holder as such address appears
on the securities register.

         Section 4.2   Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Securities of a
series may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Securities of such
series and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company also may from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 2.3(a), the
Corporate Trust Office for the Trustee shall be the Place of Payment where such
Global Security may be presented or surrendered for payment or for registration
of transfer or exchange, or where successor Securities may be delivered in
exchange therefore, provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 12.2.

                                       19



         Section 4.3   Reports.

         The Company shall deliver to the Trustee, promptly after it files the
annual and quarterly reports, information, documents and other reports with the
Commission, copies of such annual report and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of TIA Section 314(a).

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

         Section 4.4   Compliance Certificate.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year ending after the date hereof, an Officers' Certificate
stating whether or not, to the best knowledge of the signers thereof, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                                    ARTICLE V

                                   SUCCESSORS

         Section 5.1   Consolidation, Merger and Sale of Assets.

         The Company will not, in a single transaction or through a series of
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any other Person or Persons, unless at the time
and immediately after giving effect thereto (i) either (a) the Company will be
the continuing corporation or (b) the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or the Person that
acquires by sale, assignment, conveyance, transfer, lease or disposition all or
substantially all the properties and assets of the Company on a consolidated
basis (1) will be a corporation duly organized and validly existing under the
laws of the United States of America, any state thereof or the District of
Columbia and (2) will expressly assume, by a supplemental indenture in form
reasonably satisfactory to the Trustee, the Company's obligation for the due and
punctual payment of Principal of and interest on all the Securities and the
performance and observance of every covenant of this Indenture on the part of
the Company to be performed or observed and (ii) immediately before and
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (and treating any obligation of the Company or any Restricted
Subsidiary incurred in connection with or as a result of such transaction or
series of transactions as having been incurred at the time of such transaction),
no Default or Event of Default will have occurred and be continuing.

         Section 5.2   Successor Person Substituted.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company in accordance with Section 5.1, the successor Person
formed by such consolidation or into which the Company is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such

                                       20



successor had been named as the Company herein. When a successor assumes all the
obligations of its predecessor under this Indenture or the Securities, the
predecessor shall be released from those obligations; provided that, in the case
of a transfer by lease, the predecessor shall not be released from the payment
of Principal and interest on the Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         Section 6.1   Events of Default.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, an "Event of Default" occurs, with respect
to each series of Securities individually, if:

         (1)  the Company defaults in (i) the payment of any interest upon any
         Security of such series when the same becomes due and payable and such
         default continues for a period of 30 days or (ii) the payment of the
         Principal of any Security of such series at its Maturity (upon
         acceleration, redemption, required purchase or otherwise);

         (2)  the Company defaults in the performance, or breach, of any
         covenant or warranty of the Company contained in this Indenture with
         respect to such series of Securities, which default or breach continues
         for a period of 60 days after the Company receives written notice
         specifying such default from the Trustee or Holders of Securities of at
         least 25% of the outstanding principal amount of such Securities of
         such series;

         (3)  the Company or any Material Subsidiary or group of Restricted
         Subsidiaries that, taken together, would constitute a Material
         Subsidiary pursuant to or within the meaning of Bankruptcy Law:

              (i)   commences a voluntary case,

              (ii)  consents to the entry of an order for relief against it in
              an involuntary case,

              (iii) consents to the appointment of a custodian of it or for all
              or substantially all of its property,

              (iv)  makes a general assignment for the benefit of its creditors,
              or

              (v)   admits in writing its inability to pay debts generally;

         (4)  a court of competent jurisdiction enters an order or decree under
              any Bankruptcy Law that:

              (i)   is for relief against the Company or any Material Subsidiary
              or group of Restricted Subsidiaries that, taken together, would
              constitute a Material Subsidiary in an involuntary case,

              (ii)  appoints a custodian of the Company or any Material
              Subsidiary or group of Restricted Subsidiaries that, taken
              together, would constitute a Material Subsidiary or for all or
              substantially all of the property of the Company or any Material
              Subsidiary or group of Restricted Subsidiaries that, taken
              together, would constitute a Material Subsidiary, or

              (iii) orders the liquidation of the Company or any Material
              Subsidiary, or group of Restricted Subsidiaries that, taken
              together, would constitute a Material Subsidiary, and the order or
              decree remains unstayed and in effect for 60 consecutive days; or

                                       21



         (5)  any other Event of Default provided with respect to Securities of
         that series, which is specified in a supplemental indenture hereto or
         an Officers' Certificate, in accordance with Section 2.3(a).

         Section 6.2   Acceleration.

         If an Event of Default (other than as specified in Section 6.1(3) or
(4)) occurs and is continuing, then the Trustee by written notice to the Company
or the Holders of not less than 25% in aggregate Principal Amount of the
Outstanding Securities of that series by written notice to the Company and the
Trustee, may declare the Principal Amount (or, if any of the Securities of that
series are Discount Securities, such portion of the Principal Amount of such
Securities as may be specified in the terms thereof) of all the Securities of
that series to be immediately due and payable. Upon any such declaration, such
Principal (or portion thereof) shall be due and payable immediately. If an Event
of Default specified in Section 6.1(3) or (4) occurs and is continuing, then the
Principal (or portion thereof) of all the Securities of that series shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Securityholders.

         At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if:

         (1)  the Company has paid or deposited with the Trustee a sum
              sufficient to pay:

              (i)   all overdue interest, if any, on all Outstanding Securities
              of that series,

              (ii)  the Principal of any Outstanding Securities of that series
              that has become due otherwise than by such declaration of
              acceleration and interest thereon at the rate or rates prescribed
              therefore in such Securities,

              (iii) to the extent that payment of such interest is lawful,
              interest upon overdue interest and overdue Principal at the rate
              or rates prescribed therefore in such Securities, and

              (iv)  all sums paid or advanced by the Trustee under this
              Indenture and the reasonable compensation, expenses, disbursements
              and advances of the Trustee, its agents and counsel; and

         (2)  all Events of Default, other than the non-payment of amounts of
Principal of or interest on the Securities of such series that has become due
solely by such declaration of acceleration, have been cured or waived.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

         Section 6.3   Other Remedies.

         If an Event of Default with respect to a series of Outstanding
Securities occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of Principal of and interest on the Securities of such
series or to enforce the performance of any provision of the Securities of such
series or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of a series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Security of a series in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

                                       22



         Section 6.4   Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate Principal Amount
of the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past Defaults, except a Default in the
payment of the Principal or interest on any Security of such series, or in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Security of
such series affected. Upon such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 6.5   Control by Majority.

         Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such
series. Securityholders may not enforce this Indenture or the Securities of any
series, however, except as provided in this Indenture. In addition, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines may be unduly prejudicial to the rights of other
Securityholders or that may involve the Trustee in personal liability.

         Section 6.6   Limitation on Suits.

         No individual Holder of any of the Securities of any series has any
right to institute any proceeding with respect to this Indenture or any remedy
hereunder, unless (1) the Holders of at least 25% in aggregate Principal Amount
of the Outstanding Securities of that series have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
Trustee under the Securities of that series and this Indenture, (2) the Trustee
has failed to institute such proceeding within 60 days after receipt of such
notice and (3) the Trustee, within such 60-day period, has not received
directions inconsistent with such written request by the Holders of a majority
in aggregate Principal Amount of the Outstanding Securities of that series.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         Section 6.7   Rights of Holders of Securities to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of any series to receive payment of Principal of and
interest on the Security of that series, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of each
such Holder.

         Section 6.8   Collection Suit by Trustee.

         If an Event of Default specified in Section 6.1(1) or (2) with respect
to Securities of any series occurs and is continuing, the Trustee is authorized
to recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of Principal and interest remaining unpaid on
the Securities of that series and interest on overdue Principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                                       23



         Section 6.9   Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of that
series), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Securityholder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Securityholders may be entitled
to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of any series or the rights of any
Securityholder, or to authorize the Trustee to vote in respect of the claim of
any Securityholder in any such proceeding.

         Section 6.10  Priorities.

         If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:

                  First: to the Trustee, its agents and counsel for amounts due
         under Section 7.7, including payment of all compensation, expenses and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

                  Second: to Securityholders for amounts due and unpaid on the
         Securities for Principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on such
         Securities for Principal and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.

         Section 6.11  Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, to a suit
by a Securityholder pursuant to Section 6.7, to a suit by Holders of more than
10% in aggregate Principal Amount of the Outstanding Securities of any series or
to any suit instituted by any Holder of any Security for the enforcement of the
payment of the Principal of or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                       24



                                   ARTICLE VII

                                     TRUSTEE

         Section 7.1   Duties of Trustee.

         (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

         (b)  Except during the continuance of an Event of Default with respect
to Securities of any series:

              (1) the duties of the Trustee shall be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this Indenture and no
         others, and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

              (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and reasonably conforming to the
         requirements of this Indenture. However, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall examine the
         certificates and opinions to determine whether or not they reasonably
         conform to the requirements of this Indenture.

         (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

              (1) this paragraph does not limit the effect of paragraph (b) of
         this Section 7.1;

              (2) the Trustee shall not be liable for any error of judgment made
         in good faith by a Responsible Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

              (3) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.5.

         (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
paragraphs of this Section.

         (e)  The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

         Section 7.2   Rights of Trustee.

         (a)  The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or purportedly presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

         (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate, Opinion of Counsel or Company Order. The Trustee may
consult with

                                       25



counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

         (c)  The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f)  No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights or powers under this Indenture at the
request or direction of any of the Holders unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense that might be incurred by it in compliance with
such request or direction.

         (g)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any document, but the Trustee, in its judgment, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h)  The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

         (i)  The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
Default is received by the Trustee at the Corporate Trust Office, and such
notice references the Securities and this Indenture.

         (j)  The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

         Section 7.3   Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee also is subject to Sections 7.10 and 7.11.

         Section 7.4   Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture,

                                       26



it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Securities or any other
document in connection with the sale of the Securities or pursuant to this
Indenture other than its certificate of authentication.

         Section 7.5   Notice of Defaults.

         If a Default or Event of Default occurs and is continuing with respect
to a series of Securities and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to Holders of such Securities as it appears on
the Registrar a notice of the Default or Event of Default in the manner set
forth in TIA Section 315(b) within 10 days after the Trustee obtains knowledge
of occurrence thereof. Except in the case of a Default or Event of Default
relating to the payment of Principal or interest on any Security of any series,
the Trustee may withhold the notice if it determines, in good faith, that
withholding the notice is in the interests of the Holders of such Securities.

         Section 7.6   Reports by Trustee to Holders of the Securities.

         Within 60 days after each ________ beginning with the ________
following the date of this Indenture, and for so long as Securities remain
outstanding, the Trustee shall mail to each Holder of the Securities a brief
report dated as of such reporting date that complies with TIA (S) 313(a) (but if
no event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA (S) 313(b)(2). The Trustee also shall transmit by mail all
reports as required by TIA (S) 313(c).

         A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Securities are listed in accordance with TIA (S)
313(d). The Company shall notify the Trustee when the Securities of a particular
series are listed on any stock exchange and of any delisting thereof.

         Section 7.7   Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time compensation for
its acceptance of this Indenture and services as the Company and the Trustee
shall from time to time agree in writing. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee against any and all losses,
damages, claims, liabilities or expenses incurred by it including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee)
in connection with the performance of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.7) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the acceptance, exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, damage, claim, liability
or expense is determined by a court of competent jurisdiction to have been
caused by its own negligence or bad faith. The Trustee shall notify the Company
promptly of any claim which a Responsible Officer has actually received for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder, except to the extent
that the Company is actually prejudiced thereby. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                                       27



         The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay Principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(3) or (4) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

         Section 7.8   Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Securities
of a majority in aggregate Principal Amount of the Outstanding Securities of any
series may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if: (a) the Trustee fails to comply
with Section 7.10; (b) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (c) a custodian or public officer takes charge of the Trustee or its
property; or (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of one or more
series, the Company shall promptly appoint a successor Trustee with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any series). Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate Principal Amount of
the Outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Securities of at least 10% in Principal Amount of the Outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee, at the expense of the Company.

         If the Trustee, after written request by any Holder of a Security who
has been a Holder of a Security of any such series for at least six months,
fails to comply with Section 7.10, such Holder of a Security may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 shall continue
for the benefit of the retiring Trustee.

                                       28



         Section 7.9    Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to another corporation, the
successor corporation without any further act shall be the successor Trustee.

         Section 7.10   Eligibility; Disqualification.

         The Trustee shall at all times satisfy the requirements of TIA (S)
310(a)(1) and 310(a)(5). The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with TIA (S) 310(b), including the
optional provision permitted by the second sentence of TIA (S) 310(b)(9). In
determining whether the Trustee has conflicting interests as defined in TIA (S)
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1)
shall be deemed incorporated herein.

         Section 7.11   Preferential Collection of Claims Against the Company.

         The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

         Section 7.12   Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company, may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

         Section 8.1    Discharge of Liability on Securities.

         Except as otherwise contemplated by Section 2.3(a), this Indenture
shall, at the option of the Board of Directors evidenced by resolutions set
forth in an Officers' Certificate, cease to be of further effect as to all
Outstanding Securities or all Outstanding Securities of any series, as the case
may be, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:

                                       29



         (a)   either

               (1)      all Outstanding Securities or all Outstanding Securities
               of any series, as the case may be, theretofore authenticated and
               delivered and all coupons, if any, appertaining thereto (other
               than Securities or Securities of such series, as the case may be,
               which have been destroyed, lost or stolen and which have been
               replaced as provided in Section 2.9 and Securities or Securities
               of such series, as the case may be, for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 8.2) have been
               delivered to the Trustee for cancellation; or

               (2)      all such Securities not theretofore delivered to the
               Trustee for cancellation:

                        (i)   have become due and payable,

                        (ii)  will become due and payable at their Stated
                        Maturity within one year, or

                        (iii) are to be called for redemption within one year
                        under arrangements satisfactory to the Trustee for the
                        giving of notice of redemption by the Trustee in the
                        name, and at the expense, of the Company.

                        The Company, in the case of (i), (ii) or (iii) above,
                        has deposited or caused to be deposited with the Trustee
                        as trust funds in trust for the purpose, an amount
                        sufficient to pay and discharge the entire Indebtedness
                        on such Securities not theretofore delivered to the
                        Trustee for cancellation, for Principal and any interest
                        to the date of such deposit (in the case of Securities
                        which have become due and payable) or to the Stated
                        Maturity or Redemption Date, as the case may be;

         (b)   the Company has paid or caused to be paid all other sums payable
         hereunder by the Company; and

         (c) the Company has delivered to the Trustee an Officers' Certificate
         and an Opinion of Counsel, each stating that all conditions precedent
         herein provided for relating to the satisfaction and discharge of this
         Indenture have been satisfied.

         The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

         Section 8.2    Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company on its
request any money held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years. After return to the Company,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

         Section 8.3    Option to Effect Defeasance or Covenant Defeasance.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to Securities of a particular series, the Company may, at its option, by
Board Resolution, at any time, with respect to any series of Securities, elect
to have either Section 8.4 or Section 8.5 be applied to all of the outstanding
Securities of any series (the "Defeased Securities"), upon compliance with the
conditions set forth below in this Article VIII.

                                       30



         Section 8.4    Defeasance and Discharge.

         Upon the Company's exercise under Section 8.3 of the option applicable
to this Section 8.4, the Company shall be deemed to have been discharged from
its obligations with respect to the Defeased Securities on the date the
conditions set forth below are satisfied (hereinafter "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the Defeased Securities, which
shall thereafter be deemed to be "outstanding" only for the purposes of Sections
2.4, 2.5, 2.6, 2.9, 2.11, 2.12, 4.1, 4.2, 6.6, 6.7, 7.7, 7.8 and 8.2 of this
Indenture and to have satisfied all its other obligations under such series of
Securities and this Indenture insofar as such series of Securities are concerned
(and the Trustee, at the expense of the Company, and, upon written request,
shall execute proper instruments acknowledging the same). Subject to compliance
with this Article VIII, the Company may exercise its option under this Section
8.4 notwithstanding the prior exercise of its option under Section 8.5 with
respect to a series of Securities.

         Section 8.5    Covenant Defeasance.

         Upon the Company's exercise under Section 8.3 of the option applicable
under this Section 8.5, the Company shall be released from its obligations under
Sections 4.3 and 4.4 and Article V and such other provisions as may be provided
as contemplated by Section 2.3(a) with respect to Securities of a particular
series and with respect to the Defeased Securities on and after the date the
conditions set forth below are satisfied (hereinafter "covenant defeasance"),
and the Defeased Securities shall thereafter be deemed to be not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences if any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or Article, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provisions herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.1 but, except as specified above, the remainder of
this Indenture and such Defeased Securities shall be unaffected thereby.

         Section 8.6    Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
8.4 or 8.5 to a series of Outstanding Securities:

         (1) The Company shall have irrevocably deposited with the Trustee, in
         trust, (i) sufficient funds in the currency or currency unit in which
         the Securities of such series are denominated to pay the Principal of
         and interest to Stated Maturity (or redemption) on, the Securities of
         such series, or (ii) such amount of direct obligations of, or
         obligations the Principal of and interest on which are fully guaranteed
         by, the government which issued the currency in which the Securities of
         such series are denominated, and which are not subject to prepayment,
         redemption or call, as will, together with the predetermined and
         certain income to accrue thereon without consideration of any
         reinvestment thereof, be sufficient to pay when due the Principal of,
         and interest to Stated Maturity (or redemption) on, the Securities of
         such series.

         (2) The Company shall (i) have delivered an Opinion of Counsel that the
         Company has met all of the conditions precedent to such defeasance and
         that the Holders of the Securities of such series will not recognize
         income, gain or loss for United States Federal income tax purposes as a
         result of such defeasance, and will be subject to tax in the same
         manner as if no defeasance and discharge or covenant defeasance, as the
         case may be, had occurred or (ii) in the case of an election under
         Section 8.4, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (B) since the

                                       31



         date this Indenture was first executed, there has been a change in the
         applicable Federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel in the United States shall
         confirm that, the Holders of Outstanding Securities of that particular
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.1    Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders of Securities, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

         (1) to evidence the succession of another corporation to the Company
         and the assumption by any such successor of the covenants of the
         Company herein, any applicable Guarantor or any other obligor upon the
         Securities of such series, the Securities of such series and any
         applicable Guarantee in accordance with Article V;

         (2) to add to the covenants of the Company or any other obligor upon
         the Securities of any series for the benefit of the Holders of all of
         the Securities or any series thereof, or to surrender any right or
         power herein conferred upon the Company, any other obligor upon the
         Securities of any series in this Indenture or the Securities of such
         series;

         (3) to cure any ambiguity, or to correct or supplement any provision in
         this Indenture or Securities of any series which may be defective or
         inconsistent with any other provision in this Indenture, the Securities
         or, if applicable, the Security Guarantees or make any other provisions
         with respect to matters or questions arising under this Indenture, the
         Securities of any series or, if applicable, the Security Guarantees;
         provided that, in each case, such provisions will not adversely affect
         the interest of the Holders of any such Securities in any material
         respect;

         (4) to comply with the requirements of the Commission in order to
         effect or maintain the qualification on this Indenture under the Trust
         Indenture Act;

         (5) to provide that any of the Company's obligations under any series
         of Securities or this Indenture shall be guaranteed and the terms and
         conditions for the release or substitution of such Security Guarantee;

         (6) to evidence and provide for the acceptance of appointment hereunder
         by a successor Trustee with respect to the Securities of one or more
         series and to add to or change any of the provisions of this Indenture
         as shall be necessary to provide for or facilitate the administration
         of the trusts hereunder by more than one Trustee, pursuant to the
         requirements of Section 7.8;

         (7) to mortgage, pledge, hypothecate or grant a security interest in
         favor of the Trustee for the benefit of the Holders of Securities of
         any series as additional security for the payment and performance of
         the Company's or, if applicable, the Guarantor's obligations herein in
         any property or assets;

         (8) to add to, change or eliminate any of the provisions of this
         Indenture (which addition, change or elimination may apply to one or
         more series of Securities), provided that, any such addition, change or
         elimination (A) shall neither (i) apply to any Security of any series
         created prior to the execution of such supplemental indenture and
         entitled to the benefit of such provision nor (ii) modify the rights of

                                       32



         the Holder of any such Security with respect to such provision or (B)
         shall become effective only when there is no such Outstanding Security;

         (9)  to establish the form and terms of Securities of any series as
         permitted by Sections 2.1 and 2.3(a), respectively; or

         (10) to make any other change that does not adversely affect the
         rights of any Securityholder in any material respect.

         Section 9.2    Supplemental Indentures with Consent of Holders.

         With the written consent of the Holders of at least a majority in
aggregate Principal Amount of the Outstanding Securities of each series affected
by such supplemental indenture, the Company and the Trustee may amend this
Indenture or the Securities of any series or may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of the Securities of such
series under this Indenture; provided, however, that no such amendment or
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

         (1)  change the Stated Maturity of, the Principal of, or any
         installment of Principal or interest on, any such Security, or reduce
         the Principal Amount thereof or the rate of interest thereon or any
         premium payable upon redemption thereof or reduce the amount of
         Principal of any such Discount Security that would be due and payable
         upon a declaration of acceleration of maturity thereof pursuant to
         Section 6.2, or change the Place of Payment where, or change the coin
         or currency in which, any Principal of, or any installment of interest
         on, any such Security is payable, or impair the right to institute
         suit for the enforcement of any such payment on or after the Stated
         Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date);

         (2)  reduce the percentage in Principal Amount of the Outstanding
         Securities of any series, the consent of whose Holders is required for
         any such amendment or supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) with respect to the Securities of such series provided
         for in this Indenture; or

         (3)  modify any of the provisions of this Section, Section 6.4 or 6.7,
         except to increase the percentage of Outstanding Securities of such
         series required for such actions to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each Outstanding Security affected thereby.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment or supplemental indenture under this Section 9.2
becomes effective, the Company shall mail to each Holder of the particular
Securities affected thereby a notice briefly describing the amendment.

                                       33



         Section 9.3    Compliance with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article IX shall
comply with the TIA as then in effect.

         Section 9.4    Revocation and Effect of Consents, Waivers and Actions.

         Until an amendment or waiver with respect to a series of Securities
becomes effective, a consent to it or any other action by a Holder of a Security
of that series hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of that Security that evidences
the same obligation as the consenting Holder's Security, even if notation of the
consent, waiver or action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the written
notice of revocation before the date that the consent of the requisite aggregate
Principal Amount of the Securities of that series has been obtained. After an
amendment, waiver or action becomes effective, it shall bind every Holder of
Securities of that series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to a series of Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders of Securities of that series at such record date
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be
Holders after such record date.

         Section 9.5    Notation On or Exchange of Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture with respect to such series pursuant to
this Article IX may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of such series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities of that series.

         Section 9.6    Trustee to Sign Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article IX if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
but need not, sign it. In signing such amendment, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

         Section 9.7    Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article IX,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                                       34



                                    ARTICLE X

                                  SINKING FUNDS

         Section 10.1   Applicability of Article.

         The provisions of this Article X shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.3(a) for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "Mandatory Sinking
Fund Payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "Optional
Sinking Fund Payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 10.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

         Section 10.2   Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series with
the same issue date, interest rate and Stated Maturity which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of such
series with the same issue date, interest rate and Stated Maturity; provided,
that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

         Section 10.3   Redemption of Securities for Sinking Fund.

         Not less than 60 days (or such shorter period as shall be acceptable to
the Trustee) prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 10.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.2 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4 and 3.6.

                                   ARTICLE XI

                                   GUARANTEES

         Section 11.1   Applicability of Article.

         The provisions of this Article XI will be applicable to any series of
Securities which is to be guaranteed by one or more Guarantors.

                                       35



         Section 11.2   Guarantee.

         Subject to this Article XI, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of Securities of a series
as to which it is a Guarantor authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns on behalf of each such Holder,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company hereunder or thereunder, that: (a)
the Principal of and interest on the Securities of such series will be promptly
paid by the Company in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue Principal of and interest
on the Securities of such series, if any, if lawful will be promptly paid by the
Company in full, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Securities of such
series, that same will be promptly paid by the Company in full when due by the
Company in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due by the
Company of any amount so guaranteed which failure continues for three days after
demand therefor is made to the Company for whatever reason, the Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby, jointly and severally, agree that their
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities of the series or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Securities of such series with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment (except as specifically provided in
the preceding paragraph), filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands (except as specifically
provided in the preceding paragraph) whatsoever and covenant that this Security
Guarantee shall not be discharged except by complete performance of the payment
obligations contained in the Securities of the series and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Security Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Security Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Security Guarantee, failing
payment when due by the Company, which failure continues for three days after
demand therefor is made to the Company. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

         Section 11.3   Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Securities of a series as to
which such Guarantor is a Guarantor, each Holder, hereby confirms that it is the
intention of all such parties that the Security Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar Federal or state law to the extent applicable to any Security
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the

                                       36



Guarantors hereby irrevocably agree that the obligations of such Guarantor under
its Security Guarantee and this Article XI shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article XI, result
in the obligations of such Guarantor under its Security Guarantee not
constituting a fraudulent transfer or conveyance.

         Section 11.4      Release of Guarantors.

         The Security Guarantee of a Guarantor with respect to any series of
Securities will be released under the circumstances specified for such series of
Securities pursuant to Section 2.3(a).

                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 12.1      Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA, the required provision shall control.

         Section 12.2      Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first class mail (registered or certified, return receipt requested),
or sent by telecopier or overnight courier guaranteeing next day delivery, to
the other's address.

         If to the Company and/or any Guarantor:

                  Triad Hospitals, Inc.
                  13455 Noel Road, 20th Floor
                  Dallas, Texas  75240
                  Telecopier No.:  (972) 701-2282
                  Attention:  Treasurer

         With a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York  10019
                  Telecopier No.:  (212) 259-6333
                  Attention:  Morton A. Pierce, Esq.

         If to the Trustee:

                  [_____________________]
                  [_____________________]
                  [_____________________]
                  Telecopier No.:  [____________]
                  Attention:  [____________]

                                       37



         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders of
Securities) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

         Any notice or communication to a Holder of Securities shall be mailed
by first class mail, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA (S) 313(c),
to the extent required by the TIA. Failure to mail a notice or communication to
a Holder of Securities or any defect in it shall not affect its sufficiency with
respect to other Holders of Securities.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company or any Guarantor mails a notice or communication to
Holders of Securities, it shall mail a copy to the Trustee and each Agent at the
same time.

         Section 12.3   Communication by Holders of Securities with Other
                        Holders of Securities.

         Holders of Securities may communicate pursuant to TIA (S) 312(b) with
other Holders of Securities with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA (S) 312(c).

         Section 12.4   Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1)   an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.5) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         satisfied; and

                  (2)   an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.5) stating that, in the opinion of such counsel,
         all such conditions precedent and covenants have been satisfied.

         Section 12.5   Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

                  (1)   a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2)   a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                                       38



                  (3)   a statement that, in the opinion of such Person, he or
         she has made such examination or investigation as is necessary to
         enable him or her to express an informed opinion as to whether or not
         such covenant or condition has been satisfied; and

                  (4)   a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied.

         Section 12.6   Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders.

         The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         Section 12.7   No Personal Liability of Directors, Officers, Employees
                        and Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or such Guarantor under the Securities, this Indenture, the
Security Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Securities, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Securities.

         Section 12.8   Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES.

         Section 12.9   No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

         Section 12.10  Successors.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

         Section 12.11  Severability.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         Section 12.12  Counterpart Originals; Acceptance by Trustee.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. The Trustee hereby accepts the trusts in this Indenture declared or
provided, upon the terms and conditions hereinabove set forth.

                                       39



         Section 12.13  Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

         Section 12.14  Legal Holidays.

         A "Legal Holiday" is any day other than a Business Day. If any
specified date (including an Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or a date for giving notice) is a Legal Holiday at any
Place of Payment or place for giving notice, then (notwithstanding any other
provision of this Indenture or of the Securities or coupons other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of Principal or interest
need not be made at such Place of Payment, or such other action need not be
taken, on such date, but the action shall be taken on the next succeeding day
that is not a Legal Holiday at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity or such other date and to the extent applicable no original
issue discount or interest, if any, shall accrue for the intervening period.

                         [Signatures on following page]

                                       40



                                   SIGNATURES

Dated as of [____________]

                                          TRIAD HOSPITALS, INC.


                                          By:__________________________________
                                             Name:
                                             Title:



                                          [_________________], as Trustee


                                          By:__________________________________
                                             Name:
                                             Title:

                                       41



                               (FACE OF SECURITY)

[INSERT, IF APPLICABLE--THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED, WHETHER
IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN
THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

                                                                    CUSIP:

                              [TITLE OF SECURITIES]

No.:_______________                                                $____________

                              TRIAD HOSPITALS, INC.

promises to pay to _______________________________________________or registered
assigns, the principal sum of______________________________________________
Dollars on [       ].


Interest Payment Dates:  [      ] and [     ], commencing [      ].

Record Dates: [     ] and [      ].

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

                                      A-1



                               (BACK OF SECURITY)

                               [TITLE OF SECURITY]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. TRIAD HOSPITALS, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of _________
[Dollars] [if other than Dollars, substitute other currency units] on ________,
_____ [if the Security is to bear interest prior to Maturity, insert -- , and to
pay interest thereon from _______________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for],
[semiannually] [if other than semi-annual interest at a fixed rate, insert
frequency of payment and payment dates] on _______ and _______ in each year,
commencing ___________, and at the Maturity thereof, at [if the Security is to
bear interest at a fixed rate, insert -- the rate of __% per annum], [if the
Security is to bear interest at a rate determined with reference to one or more
formula, refer to description index below] until the principal hereof is paid or
made available for payment] [if applicable, insert -- , and (to the extent that
the payment of such interest shall be legally enforceable) at [if the Security
is to bear interest at a fixed rate, insert -- the rate of % per annum on any
overdue principal and premium and on any overdue installment of interest from
the dates such amounts are due until they are paid or made available for
payment]. Interest shall be computed on the basis of [a 360-day year of 12
30-day months] [if another basis of calculating interest is to be different,
insert a description of such method.]

         [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ______% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been paid or
made available for payment.]

         2. Method of Payment. The Company will punctually pay or duly provide
for interest, on any Interest Payment Date, as provided in such Indenture, to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the _________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Securities of this series not less than 15 days prior to
such Special Record Date, or be paid at any time in any other lawful manner.

         Payment of the principal of (and premium, if any) and [if applicable,
insert-- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ___________ in such coin or
currency of [the United States of America] [insert other currency or currency
unit, if applicable] as at the time of payment is legal tender for payment of
public and private debts against surrender of this Security in the case of any
payment due at the Maturity of the principal thereof (other than any payment of
interest that first becomes payable on a day other than an Interest Payment
Date), [if applicable, insert --; provided, however,

                                      A-2



that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the list provided by the Company to the Registrar and provided,
further, that if this Security is a Global Security, payment may be made
pursuant to the applicable procedures of the Depositary as permitted in said
Indenture].

         3.  Paying Agent and Registrar. Initially, the Trustee under the
Indenture will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or any of
its Subsidiaries may act in any such capacity.

         4.  Indenture. This Security is one of a duly authorized issue of
Securities of the Company issued and to be issued in one or more series under an
Indenture, dated as of ________, _____ (herein called the "Indenture"), between
the Company and _______________, as Trustee (herein called the "Trustee" which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, [limited in
aggregate principal amount to $_______, except as otherwise provided in the
Indenture]. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Securities
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. To the extent any provision of this Security
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.

         5.  Redemption. [If applicable, insert -- The Securities of this series
are subject to redemption upon not less than 30 days notice by mail, [if
applicable, insert -- (1) on _________ in any year commencing with the year
_____ and ending with the year _____ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert -- on or after ________, _____], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): if redeemed [if
applicable insert -- on or before ________, ___%, and if redeemed] during the
12-month period beginning of the ________ years indicated,

          Year         Redemption Price         Year         Redemption Price

and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, (1) on ________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___________ of the years indicated,

                                      A-3




                Redemption Price for Redemption         Redemption Price for Redemption Otherwise
                                                     
      Year    Through Operation of the Sinking Fund     Than Through Operation of the Sinking Fund


and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ________ in each year beginning with the year ____ and ending
with the year _____ of [if applicable, insert -- not less than $_____________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert -- mandatory] sinking
fund payments otherwise required to be made [if applicable, insert -- in the
inverse order in which they become due].]

         [If applicable, insert -- The Securities are subject to redemption, as
a whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to $____.]

         [If applicable, insert -- The holder of this Security shall have the
right to require the Company to pay this Security in full on ____________, __ by
giving the Company or the Registrar written notice of the exercise of such right
not less than 30 or more than 60 days prior to such date.]

         [If the Security is subject to redemption, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert -- This Security is not subject to redemption
prior to maturity.]

         6. Denominations, Transfer, Exchange. [If applicable, insert -- The
Securities of this series are issuable only in registered form without coupons
in denominations of $___________ and any integral multiple thereof.] As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. A Holder may
register the transfer or exchange of the Security as provided in the Indenture
and subject to certain limitations therein set forth. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.

         [If applicable, insert -- The Securities of this series will be
represented by one or more global securities (collectively, the "Global
Security") registered in the name of ____________, (the "Depositary"), or a
nominee of the Depositary. So long as the Depositary, or its nominee, is the
registered holder and owner of this Global Note, the Depositary or such nominee,
as the case may be, will be considered the sole owner and holder of the Notes
for all purposes under the Indenture. The Global Security may be transferred, in
whole and not in part, only to the Depositary or another nominee of the
Depositary. The Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Notes represented by
such Global Security to

                                      A-4



the accounts of institutions that have accounts with the Depositary or its
nominee ("participants"). Ownership of beneficial interests in a Global Security
will be shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of beneficial
interests in such Global Security).]

         [If applicable, insert -- The Securities represented by this Global
Security are exchangeable for Securities in permanent form of like tenor as such
Global Security in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion
at any time determines not to have all of the Securities of this series
represented by the Global Security and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities.
Any Security that is exchangeable pursuant to the preceding sentence is
exchangeable only for Securities of this series.]

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         8.  Persons Deemed Owners. The registered Holder of a Security may be
treated as its owner for all purposes.

         9.  Amendment, Supplement and Waiver. Subject to certain exceptions set
forth in the Indenture, (i) the Indenture and the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in Principal
Amount of the Outstanding Securities of each series affected by such amendment
or supplement and (ii) any existing default or compliance with any provision may
be waived with the consent of the Holders of a majority in Principal Amount of
the Outstanding Securities of each series affected by such waiver. Without the
consent of any Holder of Securities of each series affected by such amendment or
supplement, the Company and the Trustee may amend or supplement the Indenture or
the Securities of such series to, among other things, evidence the succession of
another Person to the Company or any other obligor on the Securities of such
series, to add to the covenants of the Company or any other obligor upon the
Securities of such series for the benefit of the Holders of such Securities or
to surrender any right or power conferred upon the Company or any other obligor
upon the Securities of such series, as applicable, in the Indenture or in such
Securities, to cure any ambiguity, or to correct or supplement any provision in
the Indenture or the Securities of such series or make any other provisions with
respect to matters or questions arising under the Indenture or such Securities,
provided that, in each case, such provisions shall not adversely affect the
interest of the Holders of the Securities in any material respect, or to add to,
change or eliminate any of the provisions of the Indenture (which addition,
change or elimination may apply to one or more series of Securities), provided
that, any such addition, change or elimination (A) shall neither (i) apply to
any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no such Outstanding Security.

         10. Defaults and Remedies. If an Event of Default shall have occurred
and be continuing under the Indenture, the Principal of and interest on all of
the Outstanding Securities my be declared, and upon such declaration shall
become, immediately due and payable in the manner, with the effect and subject
to the conditions provided for in the Indenture.

         11. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise

                                      A-5



deal with the Company or its Affiliates, as if it were not the Trustee; however,
if it acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue or resign.

         12. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Securities, the Indenture, the Security Guarantees, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.

         13. [If applicable, insert -- Guarantees. The payment by the Company of
the Principal of and interest on the Security is fully and unconditionally
guaranteed on a joint and several basis by each of the Guarantors on the terms
set forth in the Indenture.]

         14. Authentication. This Security shall not be valid or obligatory
until authenticated by the manual signature of the Trustee or an authenticating
agent.

         15. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         16. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.

         17. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SECURITY.

                                      A-6





         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Triad Hospitals, Inc.,
13455 Noel Road, 20th Floor, Dallas, Texas 75240, Telecopier No.: (972)
701-2282, Attention: Treasurer.


                                           Dated: ____________________________


                                           TRIAD HOSPITALS, INC.

                                           By: _______________________________
                                               Name:
                                               Title:

This is one of the
Securities of the series designated in
the within-mentioned Indenture:

[____________], as Trustee

By: __________________________
    Authorized Signatory

                                      A-7







                                 ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer
                                this Security to
______________________________________________________________________________

                  (Insert assignee's soc. sec. or tax I.D. no.)

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

              (Print or type assignee's name, address and zip code)

and irrevocably appoint_______________________________________________________
to transfer this Security on the books of the Company.  The agent may substitute
another to act for him.
______________________________________________________________________________

Date:__________________

                                    Your Signature: ____________________________

                                    (Sign exactly as your name appears on the
                                    Security)

SIGNATURE GUARANTEE

_____________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

                                      A-8



[IF GLOBAL SECURITY, INSERT -- SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY

         The following exchanges of a part of this Global Security for an
interest in another Global Security or for a permanent Security, or exchanges of
a part of another Global Security or permanent Security for an interest in this
Global Security, have been made:



                            Amount of             Amount of            Principal Amount          Signature of
                           decrease in           increase in                of this               authorized
                            Principal             Principal             Global Security          signatory of
                            Amount of             Amount of             following such            Trustee or
   Date of Exchange   this Global Security   this Global Security     decrease (or increase)      Custodian]
   ----------------   --------------------   --------------------     ----------------------      ----------
                                                                                     

EX-4.2

                                                                     Exhibit 4.2

                              TRIAD HOSPITALS, INC.


                          SUBORDINATED DEBT SECURITIES


                                    INDENTURE


                            Dated as of [___________]



                                  [___________]
                                   as Trustee



                             CROSS-REFERENCE TABLE*



                                                                              
Trust Indenture Act Section                                                      Indenture Section
310  (a)(1) ..................................................................         7.1, 7.10
     (a)(2) ..................................................................         7.1
     (a)(3) ..................................................................         N.A.
     (a)(4) ..................................................................         N.A.
     (a)(5) ..................................................................         7.1, 7.10
     (b) .....................................................................         7.1, 7.10
     (b)(1)(9) ...............................................................         7.1, 7.10
     (c) .....................................................................         N.A.
311  (a) .....................................................................         7.11
     (b) .....................................................................         7.11
     (c) .....................................................................         N.A.
312  (a) .....................................................................         2.7
     (b) .....................................................................         13.3
     (c) .....................................................................         7.6, 13.3
313  (a) .....................................................................         7.6
     (b)(2) ..................................................................         7.6. 7.7
     (c) .....................................................................         7.6; 13.2
     (d) .....................................................................         7.6
314  (a) .....................................................................         4.3, 13.2
     (a)(4) ..................................................................         13.5
     (b) .....................................................................         N.A.
     (c)(1) ..................................................................         13.4
     (c)(2) ..................................................................         13.4
     (c)(3) ..................................................................         N.A.
     (d) .....................................................................         N.A.
     (e) .....................................................................         13.5
     (f) .....................................................................         N.A.
315  (a) .....................................................................         7.1
     (b) .....................................................................         7.5, 13.2
     (c) .....................................................................         7.1
     (d) .....................................................................         7.1
     (e) .....................................................................         6.11
316  (a)(last sentence) ......................................................         2.9
     (a)(1)(A) ...............................................................         6.5
     (a)(1)(B) ...............................................................         6.4
     (a)(2) ..................................................................         N.A.
     (b) .....................................................................         6.7
     (c) .....................................................................         2.13
317  (a)(1) ..................................................................         6.8
     (a)(2) ..................................................................         6.9
     (b) .....................................................................         2.5
318  (a) .....................................................................         13.1
     (b) .....................................................................         N.A.
     (c) .....................................................................         13.1


N.A.  means not applicable.

*This Cross-Reference Table is not part of this Indenture.



                                TABLE OF CONTENTS



                                                                                      PAGE
                                                                                      ----
                                                                                   
                                        ARTICLE I

                        DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1   Definitions ........................................................      1
Section 1.2   Other Definitions ..................................................      9
Section 1.3   Terms of TIA .......................................................      9
Section 1.4   Rules of Construction ..............................................      9

                                        ARTICLE II

                                        THE NOTES
Section 2.1   Form Generally .....................................................     10
Section 2.2   Securities in Global Form ..........................................     10
Section 2.3   Title and Terms ....................................................     11
Section 2.4   Execution, Authentication, Delivery and Dating .....................     13
Section 2.5   Registrar and Paying Agent .........................................     14
Section 2.6   Paying Agent to Hold Money in Trust ................................     14
Section 2.7   Holder Lists .......................................................     15
Section 2.8   Registration, Registration of Transfer and Exchange ................     15
Section 2.9   Replacement Securities .............................................     17
Section 2.10  Outstanding Securities .............................................     17
Section 2.11  Temporary Securities ...............................................     18
Section 2.12  Cancellation .......................................................     18
Section 2.13  Payment of Interest; Interest Rights Preserved .....................     18
Section 2.14  Persons Deemed Owners ..............................................     18
Section 2.15  Computation of Interest ............................................     19
Section 2.16  CUSIP Numbers ......................................................     19

                                       ARTICLE III

                                       REDEMPTION
Section 3.1   Right to Redeem; Notice of Redemption to Trustee ...................     19
Section 3.2   Selection of Securities to Be Redeemed .............................     19
Section 3.3   Notice of Redemption to Holders ....................................     20
Section 3.4   Effect of Notice of Redemption .....................................     20
Section 3.5   Deposit of Redemption Price ........................................     20
Section 3.6   Securities Redeemed in Part ........................................     20

                                        ARTICLE IV

                                        COVENANTS
Section 4.1   Payment of Securities ..............................................     21
Section 4.2   Maintenance of Office or Agency ....................................     21
Section 4.3   Reports ............................................................     21
Section 4.4   Compliance Certificate .............................................     22


                                      -i-





                                                                                     PAGE
                                                                                     ----
                                                                                  
                                        ARTICLE V

                                        SUCCESSORS
Section 5.1    Consolidation, Merger and Sale of Assets ..........................     22
Section 5.2    Successor Person Substituted ......................................     22

                                        ARTICLE VI

                                  DEFAULTS AND REMEDIES
Section 6.1    Events of Default .................................................     23
Section 6.2    Acceleration ......................................................     24
Section 6.3    Other Remedies ....................................................     24
Section 6.4    Waiver of Past Defaults ...........................................     25
Section 6.5    Control by Majority ...............................................     25
Section 6.6    Limitation on Suits ...............................................     25
Section 6.7    Rights of Holders of Securities to Receive Payment ................     25
Section 6.8    Collection Suit by Trustee ........................................     25
Section 6.9    Trustee May File Proofs of Claim ..................................     26
Section 6.10   Priorities ........................................................     26
Section 6.11   Undertaking for Costs .............................................     26

                                       ARTICLE VII

                                         TRUSTEE
Section 7.1    Duties of Trustee .................................................     27
Section 7.2    Rights of Trustee .................................................     27
Section 7.3    Individual Rights of Trustee ......................................     28
Section 7.4    Trustee's Disclaimer ..............................................     28
Section 7.5    Notice of Defaults ................................................     29
Section 7.6    Reports by Trustee to Holders of the Securities ...................     29
Section 7.7    Compensation and Indemnity ........................................     29
Section 7.8    Replacement of Trustee ............................................     30
Section 7.9    Successor Trustee by Merger, etc. .................................     31
Section 7.10   Eligibility; Disqualification .....................................     31
Section 7.11   Preferential Collection of Claims Against the Company .............     31
Section 7.12   Trustee's Application for Instructions from the Company ...........     31

                                       ARTICLE VIII

                                SATISFACTION AND DISCHARGE
Section 8.1    Discharge of Liability on Securities ..............................     31
Section 8.2    Repayment to the Company ..........................................     32
Section 8.3    Option to Effect Defeasance or Covenant Defeasance ................     32
Section 8.4    Defeasance and Discharge ..........................................     33
Section 8.5    Covenant Defeasance ...............................................     33
Section 8.6    Conditions to Defeasance or Covenant Defeasance ...................     33


                                   -ii-





                                                                                             PAGE
                                                                                             ----
                                                                                          
                                           ARTICLE IX

                                    SUPPLEMENTAL INDENTURES
Section 9.1     Supplemental Indentures without Consent of Holders ........................    34
Section 9.2     Supplemental Indentures with Consent of Holders ...........................    35
Section 9.3     Compliance with Trust Indenture Act .......................................    36
Section 9.4     Revocation and Effect of Consents, Waivers and Actions ....................    36
Section 9.5     Notation On or Exchange of Securities .....................................    36
Section 9.6     Trustee to Sign Supplemental Indentures ...................................    36
Section 9.7     Effect of Supplemental Indentures .........................................    36

                                           ARTICLE X

                                         SINKING FUNDS
Section 10.1    Applicability of Article ..................................................    37
Section 10.2    Satisfaction of Sinking Fund Payments with Securities .....................    37
Section 10.3    Redemption of Securities for Sinking Fund .................................    37

                                           ARTICLE XI

                                         SUBORDINATION
Section 11.1    Agreement to Subordinate ..................................................    37
Section 11.2    Liquidation; Dissolution; Bankruptcy ......................................    38
Section 11.3    Default on Designated Senior Indebtedness .................................    38
Section 11.4    Acceleration of Securities ................................................    39
Section 11.5    When Distribution Must be Paid Over .......................................    39
Section 11.6    Notice By Company .........................................................    39
Section 11.7    Subrogation ...............................................................    39
Section 11.8    Relative Rights ...........................................................    40
Section 11.9    Subordination May Not Be Impaired by Company ..............................    40
Section 11.10   Distribution or Notice to Representative ..................................    40
Section 11.11   Rights of Trustee and Paying Agent ........................................    41
Section 11.12   Authorization to Effect Subordination .....................................    41
Section 11.13   Amendments ................................................................    41

                                          ARTICLE XII

                                           GUARANTEES
Section 12.1    Applicability of Article ..................................................    41
Section 12.2    Subordination of Security Guarantee .......................................    41
Section 12.3    Guarantee .................................................................    42
Section 12.4    Limitation on Guarantor Liability .........................................    42
Section 12.5    Release of Guarantors .....................................................    43

                                          ARTICLE XIII

                                         MISCELLANEOUS
Section 13.1    Trust Indenture Act Controls ..............................................    43
Section 13.2    Notices ...................................................................    43
Section 13.3    Communication by Holders of Securities with Other Holders of Securities ...    44


                                          -iii-





                                                                                              PAGE
                                                                                              ----
                                                                                           
Section 13.4    Certificate and Opinion as to Conditions Precedent ..........................   44
Section 13.5    Statements Required in Certificate or Opinion ...............................   45
Section 13.6    Rules by Trustee and Agents .................................................   45
Section 13.7    No Personal Liability of Directors, Officers, Employees and Stockholders ....   45
Section 13.8    Governing Law ...............................................................   45
Section 13.9    No Adverse Interpretation of Other Agreements ...............................   45
Section 13.10   Successors ..................................................................   45
Section 13.11   Severability ................................................................   46
Section 13.12   Counterpart Originals; Acceptance by Trustee ................................   46
Section 13.13   Table of Contents, Headings, etc. ...........................................   46
Section 13.14   Legal Holidays ..............................................................   46


EXHIBITS:

Exhibit A       Form of Security

                                             -iv-



         INDENTURE dated as of [___________] by and between Triad Hospitals,
Inc., a Delaware corporation (the "Company"), and [___________], a national
banking association, duly organized and validly existing under the laws of the
United States of America, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness (herein called the "Securities") to be issued
in one or more series as provided in this Indenture.

         For and in consideration of the premises and purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities of each series thereof as
follows:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1    Definitions.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "Control" when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such
Person, directly or indirectly, whether through the ownership of Voting Stock,
by contract or otherwise; and the terms "Controlling" and "Controlled" have
meanings correlative to the foregoing.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as amended, or any similar United States Federal or state law relating to the
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

         "Bearer Security" means any Security, including any interest coupons
appertaining thereto, that does not provide for the identification of the
Securityholder thereof.

         "Board of Directors" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, partnership interests, participation, rights in or other equivalents
(however designated) of such Person's capital stock, and any rights (other than
debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock, whether now outstanding
or issued after the date hereof.

                                       1



         "Capitalized Lease Obligation" means, with respect to any Person, any
obligation of such Person under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that is required to
be classified and accounted for as a capital lease obligation under GAAP, and,
for the purpose hereof, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

         "Company" shall have the meaning assigned to such term in the preamble.

         "Company Order" means a written order signed in the name of the Company
by an Officer and delivered to the Trustee or, with respect to Sections 2.4,
2.8, 2.11 and 7.2, any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

         "Commission" means the Securities and Exchange Commission.

         "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 13.2 or such other address as to which the Trustee
may give notice to the Company.

         "Currency Agreement" means, with respect to any Person, any foreign
currency protection agreement, any foreign exchange contract, forward contract,
currency swap agreement, currency option agreement or other similar agreement or
arrangement to which such Person is a party or by which such Person is a party
or by which it is bound.

         "Default" means any event that is, or after notice or the passage of
time or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.3(a) as
the Depositary with respect to the Securities, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Senior Indebtedness" means:

         (i)     all Senior Indebtedness under the Senior Credit Agreement; and

         (ii)    any other Senior Indebtedness which, at the time of
                 determination and at all times thereafter, has an aggregate
                 principal amount outstanding of at least $50,000,000 and which
                 has been specifically designated in the instrument evidencing
                 such Senior Indebtedness as "Designated Senior Indebtedness"
                 and as to which the Trustee has been given written notice of
                 such designation.

         "Discount Security" means any Security which provides for an amount
less than the Principal Amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 6.2.

         "Disqualified Stock" means, with respect to any Person and the
Securities of any series and the Guarantees thereof, if any, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is exercisable or exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the final Stated Maturity of
the Securities of such series; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change in control" occurring prior to the
final Stated Maturity of the Securities of such series shall not constitute
Disqualified Stock if the "asset sale" or "change in control" provisions
applicable

                                       2



to such Capital Stock are no more favorable to the holders of such Capital Stock
than the analogous provisions, if any, which apply to the Securities of such
series and such Capital Stock provides that such Person will not repurchase or
redeem any such Capital Stock pursuant to such provisions prior to the Company's
repurchase of the Securities of such series as are required to be repurchased
pursuant to the analogous provisions which apply to the Securities of such
series.

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied, that
are in effect on the date of determination.

         "Global Security" or "Global Securities" means any Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or a part of a series of Securities issued to the Depositary of
such series or its nominee and registered in the name of such Depositary or
nominee.

         "Guarantee" means, as applied to any obligation, (a) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (b) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn by letters of credit.

         "Guarantor" means with respect to Securities of any series, any
Restricted Subsidiary who has guaranteed the obligations of the Company under
this Indenture and with respect to such series of Securities pursuant to Article
XII; provided that upon the release and discharge of any Person from its
Security Guarantee in accordance with this Indenture, such Person shall cease to
be a Guarantor.

         "Holder" or "Securityholder," when used with respect to any Security,
means, in the case of a Registered Security, a person in whose name a Security
is registered on the Registrar's books and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

         "Indebtedness" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Person (without duplication):

         (i)     all Indebtedness of such Person for borrowed money;

         (ii)    all obligations of such Person evidenced by bonds, debentures,
                 notes or other similar instruments;

         (iii)   all obligations of such Person in respect of letters of credit
                 or other similar instruments (including reimbursement
                 obligations with respect thereto, but excluding obligations
                 with respect to letters of credit (including trade letters of
                 credit) securing obligations (other than obligations described
                 in (i) or (ii) above or (v), (vi) or (ix) below) entered into
                 in the ordinary course of business of such Person to the extent
                 such letters of credit are not drawn upon or, if drawn upon, to
                 the extent such drawing is reimbursed no later than the third
                 Business Day following receipt by such Person of a demand for
                 reimbursement);

                                       3



         (iv)    all obligations of such Person to pay the deferred and unpaid
                 purchase price of property, which purchase price is due more
                 than six months after the date of placing such property in
                 service or taking delivery and title thereto;

         (v)     all Capitalized Lease Obligations;

         (vi)    all Indebtedness of other Persons secured by a Lien on any
                 asset of such Person, whether or not such Indebtedness is
                 assumed by such Person;

         (vii)   the Disqualified Stock of such Person;

         (viii)  all Indebtedness of other persons guaranteed by such Person to
                 the extent of such Guarantee; and

         (ix)    to the extent not otherwise included in this definition,
                 obligations under Currency Agreements and Interest Rate
                 Agreements (other than Currency Agreements and Interest Rate
                 Agreements designed solely to protect the Company or its
                 Restricted Subsidiaries against fluctuations in foreign
                 currency exchange rates or interest rates and that do not
                 increase the Indebtedness of the obligor outstanding at any
                 time other than as a result of fluctuations in foreign currency
                 exchange rates or interest rates or by reason of fees,
                 indemnities and compensation payable thereunder).

         The amount of Indebtedness of any Person as of any determination date
         shall be the outstanding balance on such date in the case of
         unconditional obligations and, with respect to contingent obligations,
         the maximum liability upon the occurrence of the contingency giving
         rise to the obligations, provided that

                 (A)   the amount outstanding at any time of any Indebtedness
                       issued at a price less than its principal or face amount
                       at maturity shall be the amount of the liability in
                       respect thereof determined in accordance with GAAP;

                 (B)   the amount of Indebtedness represented by Disqualified
                       Stock of any Person shall be the maximum amount that such
                       Person can be required to pay to redeem, repay or
                       repurchase such Disqualified Stock (excluding any accrued
                       dividends) as of the determination date, and if such
                       price is based upon, or measured by, the fair market
                       value of such Disqualified Stock, such fair market value
                       will be determined in good faith by the Board of
                       Directors of the issuer of such Disqualified Stock;

                 (C)   the amount of Indebtedness secured by a Lien on any asset
                       of a Person shall be the lesser of (x) the fair market
                       value of such asset as of the determination date and (y)
                       the amount of such Indebtedness;

                 (D)   the amount of Indebtedness represented by obligations
                       under any Currency Agreement or Interest Rate Agreement
                       shall be the termination value of such agreement that
                       would be payable by such Person if it was terminated as
                       of the date of determination; and

                 (E)   money borrowed and set aside at the time of the
                       incurrence of any Indebtedness in order to refund the
                       payment of the interest on such Indebtedness shall not be
                       deemed to be "Indebtedness" so long as such money is held
                       to secure the payment of such interest.

         Notwithstanding the foregoing, Indebtedness shall not include:

                                       4



                 (i)   trade payables and accrued liabilities arising in the
                       ordinary course of business;

                 (ii)  any liability for Federal, state, local or other taxes;

                 (iii) performance, surety or appeal bonds or other similar
                       agreements or arrangements provided consistent with
                       industry practice or in the ordinary course of business;
                       or

                 (iv)  indemnification, adjustment of purchase price or similar
                       obligations under, or guarantees or letters of credit,
                       surety bonds, appeal bonds, performance bonds or other
                       similar agreements or arrangements securing any
                       obligations of the Company or any of its Subsidiaries
                       pursuant to, agreements relating to the acquisition or
                       disposition of any assets or Restricted Subsidiary (other
                       than guarantees of Indebtedness incurred by any Person
                       acquiring all or any portion of such business, assets or
                       Restricted Subsidiary for the purpose of financing such
                       acquisition).

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Interest," when used with respect to a Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate futures agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate floor agreement,
interest rate hedge agreement, option or futures contract or other similar
agreement or arrangement to which such Person is a party or by which it is
bound.

         "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), security interest, hypothecation, assignment for security, claim, or
preference of priority or other encumbrance upon or with respect to any property
of any kind, real or personal, movable or immovable, now owned or hereafter
acquired. A Person shall be deemed to own subject to a Lien any property which
such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement having substantially the same economic effect as the foregoing.

         "Material Subsidiary" of a Person means any Restricted Subsidiary that
would be a significant subsidiary of such Person, as defined in Rule 1-02 of
Regulation S-X promulgated by the Commission.

         "Maturity," when used with respect to any Security, means the date on
which the Principal of such Security or an installment of Principal or, in the
case of a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 6.2, becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, any Executive or Senior Vice
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary or any Vice President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the Chief Executive
Officer, the Chief Financial Officer or the principal accounting officer of the
Company, that meets the requirements of Section 13.5.

                                       5



         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 13.5. The counsel may be an employee of or counsel to
the Company, any Subsidiary of the Company or the Trustee.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
4.2, the Principal of and any interest on the Securities of that series are
payable as specified as contemplated by Section 2.3(a).

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.9 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

         "Principal" or "Principal Amount" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.

         "Redemption Date," when used with respect to any Security to be
redeemed, shall mean the date specified for redemption of such Security in
accordance with the terms of such Security and this Indenture.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 2.3(a).

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the global agency and trust services department of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.

         "Security Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Securities by any Restricted Subsidiary in
accordance with the provisions of this Indenture.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securityholder" or "Holder," when used with respect to any Security,
means in the case of a Registered Security, a person in whose name a Security is
registered on the Registrar's books and, in the case of a Bearer Security, the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

                                       6



         "Senior Indebtedness" of the Company or a Guarantor, as the case may
be, means, with respect to the Securities of any series and any applicable
Security Guarantees thereof (except as otherwise specified as contemplated by
Section 2.3(a)):

         (i)     all obligations of such Person, now or hereafter existing,
                 under or in respect of the Senior Credit Agreement, whether for
                 Principal, interest and other amounts due in connection
                 therewith (including any fees, premiums, expenses and
                 indemnities); and

         (ii)    the Principal of and interest on all other Indebtedness of such
                 Person, unless, in the case of any particular Indebtedness, the
                 instrument creating or evidencing the same or pursuant to which
                 the same is outstanding provides that such Indebtedness shall
                 not be senior or shall be subordinated in right of payment to
                 the Securities of such series or the related Security
                 Guarantees, as applicable.

         Notwithstanding the foregoing, "Senior Indebtedness" shall not include:

         (i)     Indebtedness evidenced by the Securities and any Security
                 Guarantee;

         (ii)    Indebtedness of such Person that is subordinated in right of
                 payment to any other Indebtedness of such Person;

         (iii)   Indebtedness of such Person that by operation of law is
                 subordinate to any general unsecured obligations of such
                 Person;

         (iv)    Indebtedness of such Person to the extent incurred in violation
                 of any covenant applicable to the Securities of such series or
                 the Security Guarantee thereof by such Person, as applicable;

         (v)     any liability for Federal, state or local taxes or other taxes,
                 owed or owing by such Person;

         (vi)    accounts payable or other liabilities owed or owing by such
                 Person to trade creditors (including guarantees thereof or
                 instruments evidencing such liabilities);

         (vii)   amounts owed by such Person for compensation to employees or
                 for services rendered to such Person or its subsidiaries;

         (viii)  Indebtedness of such Person to any subsidiary or any other
                 affiliate of such Person;

         (ix)    Capital Stock of such Person; and

         (x)     Indebtedness which when incurred and without respect to any
                 election under Section 1111(b) of Title 11 of the United States
                 Code is without recourse to the Company or any Restricted
                 Subsidiary.

         "Senior Credit Agreement" means the credit agreement dated ____________
among the Company, the lenders party thereto, ____________ as syndication agent
and ____________ as administrative agent, together with the documents related
thereto (including without limitation any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), renewed, substituted, supplemented or
otherwise modified from time to time, including any agreement extending the
maturity, refinancing, replacing, supplementing, modifying or otherwise
restructuring (including increasing the available amount of borrowings
thereunder or adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreements or any successor or replacement agreements and whether by the same or
any other agent, lender or group of lenders.

                                       7



         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.

         "Stated Maturity" means, when used with respect to any note or any
installment of interest thereon, the date specified in such note as the fixed
date on which the principal of such note or such installment of interest is due
and payable, and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness or any installment of interest
thereon is due and payable.

         "Subsidiary" means any Person a majority of the Voting Stock of which
is at the time owned, directly or indirectly, by the Company or by one or more
other Subsidiaries. For purposes of this definition, any directors' qualifying
shares shall be disregarded in determining the ownership of a Subsidiary.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.3 hereof.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Subsidiary" means, except as otherwise specified as
contemplated by Section 2.3(a), (a) any Subsidiary that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors, as provided below) and (b) any Subsidiary of any Unrestricted
Subsidiary; provided, however, that in no event shall any Guarantor be an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary so long as (i) neither the Company nor any Restricted Subsidiary is
directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no
default with respect to any Indebtedness of such Subsidiary would permit (upon
notice, lapse of time or otherwise) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary, except any nonrecourse guarantee given
solely to support the pledge by the Company or a Restricted Subsidiary of the
Capital Stock of an Unrestricted Subsidiary, to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity and (iii) any such designation by the Board of Directors
shall be evidenced to the Trustee by filing a Board Resolution with the Trustee
giving effect to such designation. The Board of Directors may designate any
Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving
effect to such designation, there would be no Default or Event of Default under
this Indenture.

         "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have voting power by reason of
the happening of any contingency).

                                       8



         Section 1.2       Other Definitions.

         Term Defined                                            in Section
         "Covenant Defeasance" ............................         8.5
         "Defeasance" .....................................         8.4
         "Event of Default" ...............................         6.1
         "Legal Holiday" ..................................         13.14
         "Non-Payment Default .............................         11.3
         "Paying Agent" ...................................         2.5
         "Payment Blockage Notice" ........................         11.3
         "Payment Default" ................................         11.3
         "Permitted Junior Securities" ....................         11.2
         "Registrar"                                                2.5

         Section 1.3     Terms of TIA.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

                  "indenture securities" means the Securities;

                  "indenture security holder" means a Holder of a Security;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
         Trustee; and

                  "obligor" on the Securities and the Security Guarantees means
         the Company and the Guarantors, respectively, and any successor obligor
         upon the Securities and the Security Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA in reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

         Section 1.4     Rules of Construction.

         Unless the context otherwise requires: (i) a term has the meaning
assigned to it; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP; (iii) "or" is not exclusive; (iv) words
in the singular include the plural, and in the plural include the singular; (v)
provisions apply to successive events and transactions; (vi) references to
sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the Commission
from time to time; and (vii) unless the context otherwise requires, any
reference to an "Article," a "Section" or an "Exhibit" refers to an Article, a
Section or an Exhibit, as the case may be, of this Indenture.

                                       9



                                   ARTICLE II

                                    THE NOTES

         Section 2.1     Form Generally.

         The Registered Securities of each series and the Trustee's certificates
of authentication shall be in substantially such form as shall be established by
delivery to the Trustee of an Officers' Certificate or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities as evidenced by their
execution of the Securities.

         The permanent Securities shall be printed, lithographed, engraved or
cord processed or produced by any combination of these methods or may be
produced in any other manner, provided that such method is permitted by the
rules of any securities exchange on which such Securities may be listed, all as
determined by the Officers executing such Securities as evidenced by their
execution of such Securities.

         Section 2.2     Securities in Global Form.

         If Securities of a series are issuable in temporary or permanent global
form, as specified as contemplated by Section 2.3(a), then, notwithstanding
clause (9) of Section 2.3(a) and the provisions of Section 2.3(b), any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon or otherwise
notated on the books and records of the Registrar and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount of any increase or decrease in the amount of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such person or persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 2.4 or
2.11. Subject to the provisions of Section 2.4 and, if applicable, Section 2.11,
the Trustee shall deliver and redeliver any Security in global form in the
manner and upon instructions given by the person or persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 2.4 or
2.11 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or other notation on the books and records of the
Registrar or delivery or redelivery of a Security of such series in global form
shall be in writing but need not comply with Section 13.4 or 13.5 and need not
be accompanied by an Opinion of Counsel (except as required by Section 2.4).

         The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

         Notwithstanding the provisions of Sections 2.1 and 2.13, unless
otherwise specified as contemplated by Section 2.3(a), payment of Principal of
and any interest on any Security in global form shall be made to the person or
persons specified therein.

         None of the Company, the Guarantor, if any, the Trustee of such series
of Securities, any Paying Agent or the Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

                                       10



         Section 2.3       Title and Terms.

         (a)   The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established and, subject to
Section 2.4, set forth, or determined in the manner provided, in an Officers'
Certificate or established in one or more indentures supplemental hereto, prior
to the issuances of Securities of any series, any or all of the following, as
applicable:

         (1)  the title and series designation of the Securities of the series
         (which shall distinguish the Securities of the series from all other
         Securities);

         (2)  any limit upon the aggregate Principal Amount of the Securities of
         the series which may be authenticated and delivered under this
         Indenture (except for Securities authenticated and delivered upon
         registration of, transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5
         or 10.3 and except for any Securities which, pursuant to Section 2.4,
         are deemed never to have been authenticated and delivered hereunder);

         (3)  the price or prices at which the Securities of the series will be
         issued;

         (4)  if the Securities of the series will be guaranteed and the terms
         of any such Guarantees;

         (5)  the date or dates on which the Principal of the Securities of the
         series is payable;

         (6)  the interest rate or rates of the Securities of the series or the
         method for calculating the interest rate, and the date or dates from
         which any such interest shall accrue;

         (7)  the place or places where, subject to the provisions of Section
         4.2, the Principal of or interest on Securities of the series will be
         payable and where any Securities of the series may be surrendered for
         registration of transfer, Securities of the series may be surrendered
         for exchange and notices and demands to or upon the Company in respect
         of the Securities of the series and this Indenture may be served;

         (8)  the right, if any, to redeem the Securities of the series and the
         terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part;

         (9)  any mandatory or optional sinking fund or analogous provisions;

         (10) whether the Securities of the series will be secured and any
         provisions relating to the security provided;

         (11) if and the terms and conditions upon which the Securities of the
         series may or must be converted into securities of the Company or
         exchanged for securities of the Company or another enterprise;

         (12) if other than the Principal Amount thereof, the portion of the
         Principal Amount of any Securities of the series which shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 6.2;

         (13) whether the Securities of the series, in whole or any specified
         part, shall not be defeasible pursuant to Section 8.4 or 8.5 or both
         such Sections and, if other than by an Officers' Certificate, the
         manner in which any election by the Company to defease such Securities
         shall be evidenced;

                                       11



         (14) any addition to or change in the Events of Default which apply to
         any Securities of the series and any change in the right of the Trustee
         or the requisite Holders of such Securities to declare the Principal
         Amount thereof due and payable pursuant to Section 6.2;

         (15) the denominations in which any Registered Securities of the series
         shall be issuable, if other than denominations of $1,000 and any
         integral multiple thereof;

         (16) if other than U.S. dollars, the currency or currencies, including
         composite currencies, in which payment of the Principal of or interest
         on the Securities of the series shall be payable and whether the
         Securities of the series may be satisfied and discharged other than as
         provided in Article VIII;

         (17) any terms applicable to Original Issue Discount, if any, (as that
         term is defined in the Internal Revenue Code of 1986 and the
         Regulations thereunder) including the rate or rates at which such
         Original Issue Discount, if any, shall accrue;

         (18) if the Securities of the series may be issued or delivered
         (whether upon original issuance or upon exchange of a temporary
         Security of such series or otherwise), or any installment of Principal
         of or any interest is payable, only upon receipt of certain
         certificates or other documents or satisfaction of other conditions in
         addition to those specified in this Indenture, the form and terms of
         such certificates, documents or conditions;

         (19) whether the Securities may be represented initially by a Security
         in temporary or permanent global form and, if so, the Depositary with
         respect to any such temporary or permanent Global Security, and if
         other than as provided in Section 2.8 or 2.11, as applicable, whether
         and the circumstances under which beneficial owners of interests in any
         such temporary or permanent Global Security may exchange such interests
         for Securities of such series and of like tenor of any authorized form
         and denomination;

         (20) whether Securities of the series are to be issued as Registered
         Securities, Bearer Securities or both, and any other terms required for
         the establishment of a series of Bearer Securities, including, but not
         limited to, tax compliance procedures;

         (21) any special United States Federal income tax considerations
         applicable to the Securities of the series;

         (22) any addition to or change in the covenants set forth in Article IV
         which apply to Securities of the series;

         (23) if applicable, that the subordination provisions of Article XI
         shall apply to the Securities of the series or that any different
         subordination provisions, including a different definition of the term
         "Senior Indebtedness," shall apply to Securities of the series; and

         (24) any other terms of the Securities of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(8)).

         All Securities of any one series shall be substantially identical
except as to denomination and the rate or rates of interest, if any, and Stated
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to an Officers' Certificate pursuant to
this Section 2.3(a) or in any indenture supplemental hereto.

         All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

                                       12



         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of any appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         (b)   Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, any Securities of a series shall be
issuable in denominations of $1,000 or integral multiples thereof.

         Section 2.4   Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by an Officer
by manual or facsimile signature. If an Officer whose signature is on a Security
no longer holds that office at the time a Security is authenticated, the
Securities shall nevertheless be valid.

         At any time and from time to time after the execution and delivery of
this Indenture (and subject to delivery of an Officers' Certificate or a
supplemental indenture as set forth in Section 2.3(a) with respect to the
initial issuance of Securities of any series), the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. If the forms or terms of
the Securities of the series have been established in or pursuant to one or more
Officers' Certificates as permitted by Sections 2.1 and 2.3(a), in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating:

         (a)  that the form or forms and terms of such Securities have been duly
   authorized by the Company and established in conformity with the provisions
   of this Indenture; and

         (b)  that such Securities when authenticated and delivered by the
   Trustee or its authenticating agent and issued by the Company in the manner
   and subject to any conditions specified in such Opinion of Counsel, will
   constitute legal, valid and binding obligations of the Company, enforceable
   in accordance with their terms, subject to customary exceptions.

         Notwithstanding the provisions of Section 2.3(a) and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.3(a) and the Opinion of Counsel required by the
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

                                       13



         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                         [____________________],
                                         as Trustee

                                         By:

                                                    Authorized Officer

         Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.12 together with a written statement (which need not
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

         Section 2.5   Registrar and Paying Agent.

         The Company shall maintain, with respect to each series of Securities,
an office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where such
Securities may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall promptly
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.

         The Company shall enter into an appropriate agency agreement with
respect to each series of Securities with any Registrar or Paying Agent (if not
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or
Paying Agent for a particular series of Securities, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may
act as Paying Agent or Registrar.

         The Company initially appoints the Trustee and the Trustee accepts its
appointment to act as the Registrar and Paying Agent.

         Section 2.6   Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders of Securities of any series or the Trustee all money held by the Paying
Agent for the payment of Principal of or interest on such series of Securities,
and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may

                                       14



require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders of any series of Securities
all money held by it as Paying Agent.

         Section 2.7   Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders of each series of Securities and shall otherwise comply with TIA (s)
312(a). If the Trustee is not the Registrar, the Company shall cause to be
furnished to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Holders of such series of Securities and the
Company shall otherwise comply with TIA (s) 312(a).

         Section 2.8   Registration, Registration of Transfer and Exchange.

         Upon surrender for registration of transfer of any Securities of a
series at an office or agency of the Company designated pursuant to Section 4.2
for such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denominations, of a
like aggregate principal amount. The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Securityholder requesting such transfer or exchange (other
than any exchange of a temporary Security for a permanent Security not involving
any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or
10.3, not involving any transfer).

         Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section 2.8, a Security in
global form representing all or a portion of the Securities of a series may not
be transferred except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series of any authorized denomination or
denominations, of a like aggregate Principal Amount and tenor, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

         If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of permanent
Securities of such series, will authenticate and deliver Securities of such
series in permanent form in an aggregate Principal Amount equal to the Principal
Amount of the Security or Securities in global form representing such series in
exchange for such Security or Securities in global form.

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more global Securities
shall no longer be represented by such global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of permanent Securities of such series, will
authenticate and deliver Securities of such

                                       15



series in permanent form and in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

         Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any Global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for permanent Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.3(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee permanent Securities in
aggregate Principal Amount equal to the Principal Amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for permanent
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such Global Security, an equal aggregate Principal
Amount of permanent Securities of the same series of authorized denominations
and of like tenor as the portion of such Global Security to be exchanged which
shall be in the form of Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that
notwithstanding the last paragraph of this Section 2.8, no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date. If a Registered Security is issued in exchange for any portion
of a Global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest (as
defined herein), interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such Global Security is
payable in accordance with the provisions of this Indenture.

         Upon the exchange of a Security in global form for Securities in
permanent form, such Security in global form shall be cancelled by the Trustee.
All cancelled Securities held by the Trustee shall be destroyed by the Trustee
and a certificate of their destruction delivered to the Company unless the
Company directs, by Company Order, that the Trustee shall cancel Securities and
deliver a certificate of destruction to the Company. Securities issued in
exchange for a Security in global form pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Securities as instructed in writing by the
Depositary.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed,
by the Holder thereof or his attorney duly authorized in writing.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Securities of any series during a period beginning at the
opening of 15 Business Days before any selection of Securities of that series to
be redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security of a series so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

                                       16



         Section 2.9    Replacement Securities.

         If (a) any mutilated Security is surrendered to the Trustee or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of written notice to the
Company, any such paying agent or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall issue and execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and Principal Amount, bearing a number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Securities under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or Paying Agent)
connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company and any such new
Security shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

         The provisions of this Section 2.9 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.10   Outstanding Securities.

         Securities of any series "Outstanding" at any time are, as of the date
of determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section as not outstanding. A
Security does not cease to be "Outstanding" because the Company or an Affiliate
thereof holds the Security. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles VI and IX). In addition, in determining whether the Holders of the
requisite Principal Amount of Outstanding Securities have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, (i) the Principal Amount of a Discount Security that shall be deemed
to be Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a
Security denominated in a foreign currency or currencies shall be the Dollar
equivalent, as determined on the date of original issuance of such Security, of
the Principal Amount (or, in the case of a Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security.

         If a Security has been replaced pursuant to Section 2.8 in exchange for
or in lieu of which another Security has been authenticated and delivered
pursuant to this Indenture, it ceases to be Outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.

         If the Trustee (other than the Company, a Subsidiary of the Company or
an Affiliate of any thereof) holds, in accordance with this Indenture, on a
Redemption Date or on Stated Maturity, money sufficient to pay Securities
payable on that date, then on and after that date such Securities shall cease to
be Outstanding and interest, if any, on such Securities shall cease to accrue.

                                       17



         Section 2.11   Temporary Securities.

         Pending the preparation of permanent Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities. Temporary Securities shall be substantially in
the form of permanent Securities but may have variations that the Company
considers appropriate for temporary Securities and as shall be reasonably
acceptable to the Trustee. The Company may prepare and the Trustee upon request
shall authenticate permanent Securities of the same series and date of maturity
in exchange for temporary Securities. Until so exchanged in full, temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities of the same series.

         Section 2.12   Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of the Securities in accordance with its customary procedures
(subject to the record retention requirement of the Exchange Act). The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

         Section 2.13   Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder. The
Company shall pay such Defaulted Interest in any lawful manner plus, to the
extent lawful, interest payable upon the Defaulted Interest to the Persons who
are Holders of the series on a subsequent special record date, which date shall
be at the earliest practicable date but in all events at least five Business
Days prior to the payment date (herein called "Special Record Date"). The
Company shall fix or cause to be fixed each such Special Record Date and payment
date, and shall, promptly thereafter, notify the Trustee of any such date. At
least 15 days before the Special Record Date, the Company (or the Trustee, in
the name of and at the expense of the Company) shall mail to the Holders of the
series a notice that states the Special Record Date, the related payment date
and the amount of such interest to be paid. The Company may pay Defaulted
Interest in any other lawful manner.

         Subject to the foregoing provisions of this Section and Section 2.8,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         Section 2.14   Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of Principal of and (except as
otherwise specified as contemplated by Section 2.3(a) and subject to Section 2.8
and 2.13) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

                                       18



         None of the Company, the Trustee, any Paying Agent or the Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Security
in global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.

         Section 2.15   Computation of Interest.

         Except as otherwise specified as contemplated by Section 2.3(a) for
Securities of any series, (i) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.

         Section 2.16   CUSIP Numbers.

         The Company, in issuing the Securities, may use "CUSIP" numbers (if
then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities of a series or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE III

                                   REDEMPTION

         Section 3.1    Right to Redeem; Notice of Redemption to Trustee.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.3(a) for Securities of any
series) in accordance with this Article III. If the Company elects to redeem
Securities of any series, it shall, at least 30 days but not more than 60 days
before the Redemption Date, notify the Trustee in writing of, the Redemption
Date and the Principal Amount of and of any other information necessary to
identify the Securities of such series to be redeemed and the Redemption Price.

         Section 3.2    Selection of Securities to Be Redeemed.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, if less than all the Securities of any
series with the same issue date, interest rate and Stated Maturity are to be
redeemed, the Trustee shall select the particular Securities to be redeemed by
such method as the Trustee considers fair and appropriate, which method may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the Principal Amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.
The Trustee shall make the selection not more than 60 days before the Redemption
Date from Outstanding Securities of such series not previously called for
redemption. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly in writing of the Securities to be
redeemed and, in the case of any portions of Securities to be redeemed, the
Principal Amount thereof to be redeemed.

                                       19



         Section 3.3    Notice of Redemption to Holders.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder of Securities to be redeemed.
The notice shall identify the Securities to be redeemed (including "CUSIP"
number(s), if any) and shall state: (i) the Redemption Date; (ii) the Redemption
Price; (iii) if fewer than all the Outstanding Securities of any series are to
be redeemed, the identification (and in the case of partial redemption, the
Principal Amounts) of the particular Securities to be redeemed; (iv) that the
particular Securities to be redeemed must be surrendered to the Paying Agent to
collect the Redemption Price; (v) that on the Redemption Date the Redemption
Price will become due and payable upon each such Security (or portion thereof)
to be redeemed and, if applicable, that interest thereon will cease to accrue on
and after said date; (vi) the paragraph of the particular Securities called for
redemption and/or the Section of this Indenture pursuant to which such
Securities are being redeemed; (vii) the place or places where such Securities
are to be surrendered for payment of the Redemption Price; (viii) that the
redemption is for a sinking fund, if such is the case; and (ix) that no
representation is made as to the correctness or accuracy of the "CUSIP" number,
if any, listed in such notice or printed on the particular Securities called for
redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that, in
all cases, the text of such Company's notice shall be prepared by the Company.

         Section 3.4    Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.3,
Securities of a series called for redemption become irrevocably due and payable
on the Redemption Date at the Redemption Price. A notice of redemption may not
be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the Redemption Price plus accrued interest at the Redemption Date.

         Section 3.5    Deposit of Redemption Price.

         No later than 11:00 a.m., New York City time, on the Redemption Date,
the Company shall deposit with the Paying Agent money sufficient to pay the
Redemption Price of and accrued interest on all Securities to be redeemed on
that date. The Paying Agent shall promptly return to the Company any money
deposited with the Paying Agent by the Company in excess of the amounts
necessary to pay the Redemption Price of, and accrued interest on, all
Securities to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest shall cease to accrue on the
Securities or the portions of Securities called for redemption. If a Security is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Security was registered at the close of business on
such record date. If any Security called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid Principal,
from the Redemption Date until such Principal is paid, and to the extent lawful
on any interest not paid on such unpaid Principal, in each case at the rate
provided in the Securities.

         Section 3.6    Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and execute and, upon the Company's written request, the Trustee
shall authenticate for the Holder of such Securities a new Security equal in
Principal Amount to the unredeemed portion of the Security surrendered.

                                       20



                                   ARTICLE IV

                                   COVENANTS

         Section 4.1    Payment of Securities.

         The Company shall pay or cause to be paid the Principal of and interest
on the Securities on the dates and in the manner provided in the Securities.
Principal and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m.
New York City time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all Principal and
interest then due. Unless otherwise provided as contemplated by Section 2.3(a)
with respect to any series of Securities, at the option of the Company interest
may be paid by check mailed to the address of the Holder as such address appears
on the securities register.

         Section 4.2    Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Securities of a
series may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Securities of such
series and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company also may from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 2.3(a), the
Corporate Trust Office for the Trustee shall be the Place of Payment where such
Global Security may be presented or surrendered for payment or for registration
of transfer or exchange, or where successor Securities may be delivered in
exchange therefore, provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 13.2.

         Section 4.3    Reports.

         The Company shall deliver to the Trustee, promptly after it files the
annual and quarterly reports, information, documents and other reports with the
Commission, copies of such annual report and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of TIA Section 314(a).

                                       21



         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

         Section 4.4    Compliance Certificate.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year ending after the date hereof, an Officers' Certificate
stating whether or not, to the best knowledge of the signers thereof, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                                    ARTICLE V

                                   SUCCESSORS

         Section 5.1    Consolidation, Merger and Sale of Assets.

         The Company will not, in a single transaction or through a series of
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any other Person or Persons, unless at the time
and immediately after giving effect thereto (i) either (a) the Company will be
the continuing corporation or (b) the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or the Person that
acquires by sale, assignment, conveyance, transfer, lease or disposition all or
substantially all the properties and assets of the Company on a consolidated
basis (1) will be a corporation duly organized and validly existing under the
laws of the United States of America, any state thereof or the District of
Columbia and (2) will expressly assume, by a supplemental indenture in form
reasonably satisfactory to the Trustee, the Company's obligation for the due and
punctual payment of Principal of and interest on all the Securities and the
performance and observance of every covenant of this Indenture on the part of
the Company to be performed or observed and (ii) immediately before and
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (and treating any obligation of the Company or any Restricted
Subsidiary incurred in connection with or as a result of such transaction or
series of transactions as having been incurred at the time of such transaction),
no Default or Event of Default will have occurred and be continuing.

         Section 5.2    Successor Person Substituted.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company in accordance with Section 5.1, the successor Person
formed by such consolidation or into which the Company is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor had been named as the Company herein. When a successor
assumes all the obligations of its predecessor under this Indenture or the
Securities, the predecessor shall be released from those obligations; provided
that, in the case of a transfer by lease, the predecessor shall not be released
from the payment of Principal and interest on the Securities.

                                       22



                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         Section 6.1       Events of Default.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to any series of Securities, an "Event of Default" occurs, with respect
to each series of Securities individually, if:

         (1)    the Company defaults in (i) the payment of any interest upon any
         Security of such series when the same becomes due and payable and such
         default continues for a period of 30 days or (ii) the payment of the
         Principal of any Security of such series at its Maturity (upon
         acceleration, redemption, required purchase or otherwise);

         (2)    the Company defaults in the performance, or breach, of any
         covenant or warranty of the Company contained in this Indenture with
         respect to such series of Securities, which default or breach continues
         for a period of 60 days after the Company receives written notice
         specifying such default from the Trustee or Holders of Securities of at
         least 25% of the outstanding principal amount of such Securities of
         such series;

         (3)    the Company or any Material Subsidiary or group of Restricted
         Subsidiaries that, taken together, would constitute a Material
         Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                (i)   commences a voluntary case,

                (ii)  consents to the entry of an order for relief against it
                in an involuntary case,

                (iii) consents to the appointment of a custodian of it or for
                all or substantially all of its property,

                (iv)  makes a general assignment for the benefit of its
                creditors, or

                (v)   admits in writing its inability to pay debts generally;

         (4)    a court of competent jurisdiction enters an order or decree
         under any Bankruptcy Law that:

                (i)   is for relief against the Company or any Material
                Subsidiary or group of Restricted Subsidiaries that, taken
                together, would constitute a Material Subsidiary in an
                involuntary case,

                (ii)  appoints a custodian of the Company or any Material
                Subsidiary or group of Restricted Subsidiaries that, taken
                together, would constitute a Material Subsidiary or for all or
                substantially all of the property of the Company or any
                Material Subsidiary or group of Restricted Subsidiaries that,
                taken together, would constitute a Material Subsidiary, or

                (iii) orders the liquidation of the Company or any Material
                Subsidiary, or group of Restricted Subsidiaries that, taken
                together, would constitute a Material Subsidiary, and the
                order or decree remains unstayed and in effect for 60
                consecutive days; or

         (5)    any other Event of Default provided with respect to Securities
         of that series, which is specified in a supplemental indenture hereto
         or an Officers' Certificate, in accordance with Section 2.3(a).

                                       23



         Section 6.2     Acceleration.

         If an Event of Default (other than as specified in Section 6.1(3) or
(4)) occurs and is continuing, then the Trustee by written notice to the Company
or the Holders of not less than 25% in aggregate Principal Amount of the
Outstanding Securities of that series by written notice to the Company and the
Trustee, may declare the Principal Amount (or, if any of the Securities of that
series are Discount Securities, such portion of the Principal Amount of such
Securities as may be specified in the terms thereof) of all the Securities of
that series to be immediately due and payable. Upon any such declaration, such
Principal (or portion thereof) shall be due and payable immediately. If an Event
of Default specified in Section 6.1(3) or (4) occurs and is continuing, then the
Principal (or portion thereof) of all the Securities of that series shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Securityholders.

         At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if:

         (1)    the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                (i)   all overdue interest, if any, on all Outstanding
                Securities of that series,

                (ii)  the Principal of any Outstanding Securities of that
                series that has become due otherwise than by such declaration
                of acceleration and interest thereon at the rate or rates
                prescribed therefore in such Securities,

                (iii) to the extent that payment of such interest is lawful,
                interest upon overdue interest and overdue Principal at the
                rate or rates prescribed therefore in such Securities, and

                (iv)  all sums paid or advanced by the Trustee under this
                Indenture and the reasonable compensation, expenses,
                disbursements and advances of the Trustee, its agents and
                counsel; and

         (2)    all Events of Default, other than the non-payment of amounts of
Principal of or interest on the Securities of such series that has become due
solely by such declaration of acceleration, have been cured or waived.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

         Section 6.3     Other Remedies.

         If an Event of Default with respect to a series of Outstanding
Securities occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of Principal of and interest on the Securities of such
series or to enforce the performance of any provision of the Securities of such
series or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of a series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Security of a series in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

                                       24



         Section 6.4      Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate Principal Amount
of the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past Defaults, except a Default in the
payment of the Principal or interest on any Security of such series, or in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Security of
such series affected. Upon such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 6.5      Control by Majority.

         Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such
series. Securityholders may not enforce this Indenture or the Securities of any
series, however, except as provided in this Indenture. In addition, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines may be unduly prejudicial to the rights of other
Securityholders or that may involve the Trustee in personal liability.

         Section 6.6      Limitation on Suits.

         No individual Holder of any of the Securities of any series has any
right to institute any proceeding with respect to this Indenture or any remedy
hereunder, unless (1) the Holders of at least 25% in aggregate Principal Amount
of the Outstanding Securities of that series have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
Trustee under the Securities of that series and this Indenture, (2) the Trustee
has failed to institute such proceeding within 60 days after receipt of such
notice and (3) the Trustee, within such 60-day period, has not received
directions inconsistent with such written request by the Holders of a majority
in aggregate Principal Amount of the Outstanding Securities of that series.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         Section 6.7      Rights of Holders of Securities to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of any series to receive payment of Principal of and
interest on the Security of that series, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of each
such Holder.

         Section 6.8      Collection Suit by Trustee.

         If an Event of Default specified in Section 6.1(1) or (2) with respect
to Securities of any series occurs and is continuing, the Trustee is authorized
to recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of Principal and interest remaining unpaid on
the Securities of that series and interest on overdue Principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                                       25



         Section 6.9      Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of that
series), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Securityholder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Securityholders may be entitled
to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of any series or the rights of any
Securityholder, or to authorize the Trustee to vote in respect of the claim of
any Securityholder in any such proceeding.

         Section 6.10     Priorities.

         If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:

                  First:  to the Trustee, its agents and counsel for amounts due
         under Section 7.7, including payment of all compensation, expenses and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

                  Second: to Securityholders for amounts due and unpaid on the
         Securities for Principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on such
         Securities for Principal and interest, respectively; and

                  Third:  to the Company or to such party as a court of
         competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.

         Section 6.11     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, to a suit
by a Securityholder pursuant to Section 6.7, to a suit by Holders of more than
10% in aggregate Principal Amount of the Outstanding Securities of any series or
to any suit instituted by any Holder of any Security for the enforcement of the
payment of the Principal of or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                       26



                                   ARTICLE VII

                                     TRUSTEE

         Section 7.1       Duties of Trustee.

         (a)      If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b)      Except during the continuance of an Event of Default with
respect to Securities of any series:

                  (1) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and reasonably conforming to the
         requirements of this Indenture. However, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall examine the
         certificates and opinions to determine whether or not they reasonably
         conform to the requirements of this Indenture.

         (c)      The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1)      this paragraph does not limit the effect of paragraph
         (b) of this Section 7.1;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.5.

         (d)      Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to the
paragraphs of this Section.

         (e)      The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         Section 7.2       Rights of Trustee.

         (a)      The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or purportedly presented by the
proper Person. The Trustee need not investigate any fact or matter stated in the
document.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate, Opinion of Counsel or Company Order. The
Trustee may consult with

                                       27



counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights or powers under this Indenture at the
request or direction of any of the Holders unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense that might be incurred by it in compliance with
such request or direction.

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any document, but the Trustee, in its judgment, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

         (i) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
Default is received by the Trustee at the Corporate Trust Office, and such
notice references the Securities and this Indenture.

         (j) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

         Section 7.3       Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee also is subject to Sections 7.10 and 7.11.

         Section 7.4       Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture,

                                       28



it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Securities or any other
document in connection with the sale of the Securities or pursuant to this
Indenture other than its certificate of authentication.

         Section 7.5      Notice of Defaults.

         If a Default or Event of Default occurs and is continuing with respect
to a series of Securities and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to Holders of such Securities as it appears on
the Registrar a notice of the Default or Event of Default in the manner set
forth in TIA Section 315(b) within 10 days after the Trustee obtains knowledge
of occurrence thereof. Except in the case of a Default or Event of Default
relating to the payment of Principal or interest on any Security of any series,
the Trustee may withhold the notice if it determines, in good faith, that
withholding the notice is in the interests of the Holders of such Securities.

         Section 7.6      Reports by Trustee to Holders of the Securities.

         Within 60 days after each ________ beginning with the ________
following the date of this Indenture, and for so long as Securities remain
outstanding, the Trustee shall mail to each Holder of the Securities a brief
report dated as of such reporting date that complies with TIA (S) 313(a) (but if
no event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA (S) 313(b)(2). The Trustee also shall transmit by mail all
reports as required by TIA (S) 313(c).

         A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Securities are listed in accordance with TIA (S)
313(d). The Company shall notify the Trustee when the Securities of a particular
series are listed on any stock exchange and of any delisting thereof.

         Section 7.7      Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time compensation for
its acceptance of this Indenture and services as the Company and the Trustee
shall from time to time agree in writing. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee against any and all losses,
damages, claims, liabilities or expenses incurred by it including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee)
in connection with the performance of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.7) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the acceptance, exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, damage, claim, liability
or expense is determined by a court of competent jurisdiction to have been
caused by its own negligence or bad faith. The Trustee shall notify the Company
promptly of any claim which a Responsible Officer has actually received for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder, except to the extent
that the Company is actually prejudiced thereby. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                                       29



         The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay Principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(3) or (4) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

         Section 7.8     Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Securities
of a majority in aggregate Principal Amount of the Outstanding Securities of any
series may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if: (a) the Trustee fails to comply
with Section 7.10; (b) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (c) a custodian or public officer takes charge of the Trustee or its
property; or (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of one or more
series, the Company shall promptly appoint a successor Trustee with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any series). Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate Principal Amount of
the Outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Securities of at least 10% in Principal Amount of the Outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee, at the expense of the Company.

         If the Trustee, after written request by any Holder of a Security who
has been a Holder of a Security of any such series for at least six months,
fails to comply with Section 7.10, such Holder of a Security may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 shall continue
for the benefit of the retiring Trustee.

                                       30



         Section 7.9    Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to another corporation, the
successor corporation without any further act shall be the successor Trustee.

         Section 7.10   Eligibility; Disqualification.

         The Trustee shall at all times satisfy the requirements of TIA (S)
310(a)(1) and 310(a)(5). The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with TIA (S) 310(b), including the
optional provision permitted by the second sentence of TIA (S) 310(b)(9). In
determining whether the Trustee has conflicting interests as defined in TIA (S)
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1)
shall be deemed incorporated herein.

         Section 7.11   Preferential Collection of Claims Against the Company.

         The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

         Section 7.12   Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company, may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

         Section 8.1    Discharge of Liability on Securities.

         Except as otherwise contemplated by Section 2.3(a), this Indenture
shall, at the option of the Board of Directors evidenced by resolutions set
forth in an Officers' Certificate, cease to be of further effect as to all
Outstanding Securities or all Outstanding Securities of any series, as the case
may be, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:

         (a)      either

                  (1) all Outstanding Securities or all Outstanding Securities
                  of any series, as the case may be, theretofore authenticated
                  and delivered and all coupons, if any, appertaining thereto
                  (other than Securities or Securities of such series, as the
                  case may be, which have been destroyed, lost or stolen and
                  which have been replaced as provided in Section 2.9 and
                  Securities or Securities of such series, as the case may be,
                  for whose payment money has theretofore been deposited in
                  trust or segregated and held in trust by the Company and
                  thereafter repaid to the Company or

                                       31



               discharged from such trust, as provided in Section 8.2) have been
         delivered to the Trustee for cancellation; or

               (2)  all such Securities not theretofore delivered to the Trustee
               for cancellation:

                    (i)   have become due and payable,

                    (ii)  will become due and payable at their Stated Maturity
                    within one year, or

                    (iii) are to be called for redemption within one year under
                    arrangements satisfactory to the Trustee for the giving of
                    notice of redemption by the Trustee in the name, and at the
                    expense, of the Company.

                    The Company, in the case of (i), (ii) or (iii) above, has
                    deposited or caused to be deposited with the Trustee as
                    trust funds in trust for the purpose, an amount sufficient
                    to pay and discharge the entire Indebtedness on such
                    Securities not theretofore delivered to the Trustee for
                    cancellation, for Principal and any interest to the date of
                    such deposit (in the case of Securities which have become
                    due and payable) or to the Stated Maturity or Redemption
                    Date, as the case may be;

         (b)   the Company has paid or caused to be paid all other sums payable
         hereunder by the Company; and

         (c)   the Company has delivered to the Trustee an Officers' Certificate
         and an Opinion of Counsel, each stating that all conditions precedent
         herein provided for relating to the satisfaction and discharge of this
         Indenture have been satisfied.

         The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

         Section 8.2       Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company on its
request any money held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years. After return to the Company,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

         Section 8.3       Option to Effect Defeasance or Covenant Defeasance.

         Unless otherwise specified as contemplated by Section 2.3(a) with
respect to Securities of a particular series, the Company may, at its option, by
Board Resolution, at any time, with respect to any series of Securities, elect
to have either Section 8.4 or Section 8.5 be applied to all of the outstanding
Securities of any series (the "Defeased Securities"), upon compliance with the
conditions set forth below in this Article VIII.

                                       32



         Section 8.4     Defeasance and Discharge.

         Upon the Company's exercise under Section 8.3 of the option applicable
to this Section 8.4, the Company shall be deemed to have been discharged from
its obligations with respect to the Defeased Securities on the date the
conditions set forth below are satisfied (hereinafter "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the Defeased Securities, which
shall thereafter be deemed to be "outstanding" only for the purposes of Sections
2.4, 2.5, 2.6, 2.9, 2.11, 2.12, 4.1, 4.2, 6.6, 6.7, 7.7, 7.8 and 8.2 of this
Indenture and to have satisfied all its other obligations under such series of
Securities and this Indenture insofar as such series of Securities are concerned
(and the Trustee, at the expense of the Company, and, upon written request,
shall execute proper instruments acknowledging the same). Subject to compliance
with this Article VIII, the Company may exercise its option under this Section
8.4 notwithstanding the prior exercise of its option under Section 8.5 with
respect to a series of Securities.

         Section 8.5     Covenant Defeasance.

         Upon the Company's exercise under Section 8.3 of the option applicable
under this Section 8.5, the Company shall be released from its obligations under
Sections 4.3 and 4.4 and Article V and such other provisions as may be provided
as contemplated by Section 2.3(a) with respect to Securities of a particular
series and with respect to the Defeased Securities on and after the date the
conditions set forth below are satisfied (hereinafter "covenant defeasance"),
and the Defeased Securities shall thereafter be deemed to be not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences if any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or Article, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provisions herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.1 but, except as specified above, the remainder of
this Indenture and such Defeased Securities shall be unaffected thereby.

         Section 8.6     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
8.4 or 8.5 to a series of Outstanding Securities:

         (1) The Company shall have irrevocably deposited with the Trustee, in
         trust, (i) sufficient funds in the currency or currency unit in which
         the Securities of such series are denominated to pay the Principal of
         and interest to Stated Maturity (or redemption) on, the Securities of
         such series, or (ii) such amount of direct obligations of, or
         obligations the Principal of and interest on which are fully guaranteed
         by, the government which issued the currency in which the Securities of
         such series are denominated, and which are not subject to prepayment,
         redemption or call, as will, together with the predetermined and
         certain income to accrue thereon without consideration of any
         reinvestment thereof, be sufficient to pay when due the Principal of,
         and interest to Stated Maturity (or redemption) on, the Securities of
         such series.

         (2) The Company shall (i) have delivered an Opinion of Counsel that the
         Company has met all of the conditions precedent to such defeasance and
         that the Holders of the Securities of such series will not recognize
         income, gain or loss for United States Federal income tax purposes as a
         result of such defeasance, and will be subject to tax in the same
         manner as if no defeasance and discharge or covenant defeasance, as the
         case may be, had occurred or (ii) in the case of an election under
         Section 8.4, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (B) since the

                                       33



         date this Indenture was first executed, there has been a change in the
         applicable Federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel in the United States shall
         confirm that, the Holders of Outstanding Securities of that particular
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.1       Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders of Securities, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

         (1)  to evidence the succession of another corporation to the Company
         and the assumption by any such successor of the covenants of the
         Company herein, any applicable Guarantor or any other obligor upon the
         Securities of such series, the Securities of such series and any
         applicable Guarantee in accordance with Article V;

         (2)  to add to the covenants of the Company or any other obligor upon
         the Securities of any series for the benefit of the Holders of all of
         the Securities or any series thereof, or to surrender any right or
         power herein conferred upon the Company, any other obligor upon the
         Securities of any series in this Indenture or the Securities of such
         series;

         (3)  to cure any ambiguity, or to correct or supplement any provision
         in this Indenture or Securities of any series which may be defective or
         inconsistent with any other provision in this Indenture, the Securities
         or, if applicable, the Security Guarantees or make any other provisions
         with respect to matters or questions arising under this Indenture, the
         Securities of any series or, if applicable, the Security Guarantees;
         provided that, in each case, such provisions will not adversely affect
         the interest of the Holders of any such Securities in any material
         respect;

         (4)  to comply with the requirements of the Commission in order to
         effect or maintain the qualification on this Indenture under the Trust
         Indenture Act;

         (5)  to provide that any of the Company's obligations under any series
         of Securities or this Indenture shall be guaranteed and the terms and
         conditions for the release or substitution of such Security Guarantee;

         (6)  to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 7.8;

         (7)  to mortgage, pledge, hypothecate or grant a security interest in
         favor of the Trustee for the benefit of the Holders of Securities of
         any series as additional security for the payment and performance of
         the Company's or, if applicable, the Guarantor's obligations herein in
         any property or assets;

         (8)  to add to, change or eliminate any of the provisions of this
         Indenture (which addition, change or elimination may apply to one or
         more series of Securities), provided that, any such addition, change or
         elimination (A) shall neither (i) apply to any Security of any series
         created prior to the execution of such supplemental indenture and
         entitled to the benefit of such provision nor (ii) modify the rights of

                                       34



         the Holder of any such Security with respect to such provision or (B)
         shall become effective only when there is no such Outstanding Security;

         (9)  to establish the form and terms of Securities of any series as
         permitted by Sections 2.1 and 2.3(a), respectively; or

         (10) to make any other change that does not adversely affect the rights
         of any Securityholder in any material respect.

         Section 9.2       Supplemental Indentures with Consent of Holders.

         With the written consent of the Holders of at least a majority in
aggregate Principal Amount of the Outstanding Securities of each series affected
by such supplemental indenture, the Company and the Trustee may amend this
Indenture or the Securities of any series or may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of the Securities of such
series under this Indenture; provided, however, that no such amendment or
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

         (1) change the Stated Maturity of, the Principal of, or any installment
         of Principal or interest on, any such Security, or reduce the Principal
         Amount thereof or the rate of interest thereon or any premium payable
         upon redemption thereof or reduce the amount of Principal of any such
         Discount Security that would be due and payable upon a declaration of
         acceleration of maturity thereof pursuant to Section 6.2, or change the
         Place of Payment where, or change the coin or currency in which, any
         Principal of, or any installment of interest on, any such Security is
         payable, or impair the right to institute suit for the enforcement of
         any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date);

         (2) reduce the percentage in Principal Amount of the Outstanding
         Securities of any series, the consent of whose Holders is required for
         any such amendment or supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) with respect to the Securities of such series provided
         for in this Indenture; or

         (3) modify any of the provisions of this Section, Section 6.4 or 6.7,
         except to increase the percentage of Outstanding Securities of such
         series required for such actions to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each Outstanding Security affected thereby.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment or supplemental indenture under this Section 9.2
becomes effective, the Company shall mail to each Holder of the particular
Securities affected thereby a notice briefly describing the amendment.

                                       35



         Section 9.3     Compliance with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article IX shall
comply with the TIA as then in effect.

         Section 9.4     Revocation and Effect of Consents, Waivers and Actions.

         Until an amendment or waiver with respect to a series of Securities
becomes effective, a consent to it or any other action by a Holder of a Security
of that series hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of that Security that evidences
the same obligation as the consenting Holder's Security, even if notation of the
consent, waiver or action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the written
notice of revocation before the date that the consent of the requisite aggregate
Principal Amount of the Securities of that series has been obtained. After an
amendment, waiver or action becomes effective, it shall bind every Holder of
Securities of that series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to a series of Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders of Securities of that series at such record date
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be
Holders after such record date.

         Section 9.5     Notation On or Exchange of Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture with respect to such series pursuant to
this Article IX may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of such series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities of that series.

         Section 9.6     Trustee to Sign Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article IX if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
but need not, sign it. In signing such amendment, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

         Section 9.7     Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article IX,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                                       36



                                    ARTICLE X

                                  SINKING FUNDS

         Section 10.1     Applicability of Article.

         The provisions of this Article X shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.3(a) for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "Mandatory Sinking
Fund Payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "Optional
Sinking Fund Payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 10.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

         Section 10.2     Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series with
the same issue date, interest rate and Stated Maturity which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of such
series with the same issue date, interest rate and Stated Maturity; provided,
that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

         Section 10.3     Redemption of Securities for Sinking Fund.

         Not less than 60 days (or such shorter period as shall be acceptable to
the Trustee) prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 10.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.2 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4 and 3.6.

                                   ARTICLE XI

                                  SUBORDINATION

         Section 11.1     Agreement to Subordinate.

         The Company, the Trustee and each Securityholder by accepting a
Security agree that, unless otherwise specified as contemplated by Section
2.3(a), the Indebtedness and obligations evidenced by the Securities are
subordinated in right of payment, to the extent and in the manner provided in
this Article XI, to the prior payment in full, in cash, of all Senior
Indebtedness of the Company (whether outstanding on the date hereof or hereafter

                                       37



created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness of the Company.

         Section 11.2      Liquidation; Dissolution; Bankruptcy.

         Upon any payment or distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, in an assignment for the benefit of creditors or any marshaling of the
Company's assets and liabilities (except in connection with the consolidation or
merger of the Company or its liquidation or dissolution following the
conveyance, transfer or lease of its properties and assets substantially as an
entirety upon the terms and conditions described in Article V):

                  (1) holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full, in cash, of all Senior
         Indebtedness of the Company before Securityholders shall be entitled to
         receive any payment or distribution from the Company with respect to
         the Securities (other than any payment or distribution in the form of
         equity securities or subordinated securities of the Company or any
         successor obligor that, in the case of any such subordinated
         securities, are subordinated in right of payment to all Senior
         Indebtedness that may at the time be outstanding to at least the same
         extent as the Securities are so subordinated (such equity securities or
         subordinated securities hereinafter being "Permitted Junior
         Securities") and any payment made pursuant to the provisions described
         in Article VIII from monies or U.S. Government Obligations previously
         deposited with the Trustee); and

                  (2) until all Senior Indebtedness of the Company (as provided
         in subsection (1) above) is paid in full, in cash, any payment or
         distribution to which the Trustee or any Securityholder would be
         entitled but for this Article XI (other than a payment or distribution
         in the form of Permitted Junior Securities and payments made pursuant
         to the provisions described in Article VIII from monies or U.S.
         Government Obligations previously deposited with the Trustee) shall be
         made to holders of Senior Indebtedness of the Company, as their
         interests may appear.

         Section 11.3      Default on Designated Senior Indebtedness.

         The Company may not make any payment or distribution upon or in respect
of the Securities, including, without limitation, by way of set-off or
otherwise, or redeem (or make a deposit in redemption of), defease or acquire
any of the Securities, for cash, properties or securities (other than a payment
or distribution in the form of Permitted Junior Securities and payments made
pursuant to the provisions described in Article VIII from monies or U.S.
Government Obligations previously deposited with the Trustee) if:

                  (1) a default in the payment of any Principal or interest (a
         "Payment Default") with respect to Designated Senior Indebtedness of
         the Company occurs and is continuing; or

                  (2) a default (other than a Payment Default) or any event
         that, after notice or passage of time would become a default (a
         "Non-Payment Default"), on Designated Senior Indebtedness of the
         Company occurs and is continuing that then permits holders of the
         Designated Senior Indebtedness of the Company to accelerate its
         maturity and the Trustee receives a written notice of the default (a
         "Payment Blockage Notice") from a Person who may give it pursuant to
         Section 11.11. Any number of such Payment Blockage Notices may be
         given; provided, however, that (i) not more than one Payment Blockage
         Notice may be commenced during any period of 360 consecutive days and
         (ii) any Non-Payment Default that existed or was continuing on the date
         of delivery of any such notice to the Trustee shall not be the basis
         for a subsequent Payment Blockage Notice, unless such default has been
         cured or waived for a period of not less than 90 days.

                                       38



         The Company may and shall resume payments on and distributions in
respect of the Securities, and may acquire such Securities upon the earlier of:

                  (1) in the case of a Payment Default, the date upon which such
         default is cured or waived, or

                  (2) in the case of a Non-Payment Default, on the earliest of
         (i) the date on which such Non-Payment Default is cured or waived, (ii)
         179 days after the date on which the applicable Payment Blockage Notice
         is received, if the maturity of such Designated Senior Indebtedness of
         the Company has not been accelerated or (iii) the date on which such
         Payment Blockage Period is terminated by written notice to the Trustee
         or the Company from a Person authorized to give notices under Section
         11.11.

         Section 11.4      Acceleration of Securities.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify representatives of the holders of
Senior Indebtedness of the Company of the acceleration.

         Section 11.5      When Distribution Must be Paid Over.

         In the event that the Trustee or any Securityholder receives from the
Company any payment with respect to the Securities at a time when such payment
is prohibited by Section 11.3, such payment shall be held by the Trustee or such
Securityholder in trust for the benefit of, and shall be paid forthwith over and
delivered upon written request to, the holders of Designated Senior Indebtedness
of the Company, as their interests may appear, or their representative under
this Indenture or other agreement (if any) pursuant to which Designated Senior
Indebtedness of the Company may have been issued, as their respective interests
may appear, for application to the payment of all Designated Senior Indebtedness
of the Company remaining unpaid to the extent necessary to pay such obligations
in full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Designated Senior Indebtedness
of the Company.

         With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article XI, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness of the Company
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the
Company, and shall not be liable to any such holders if the Trustee shall pay
over or distribute to or on behalf of Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article XI, except if such payment
is made as a result of the willful misconduct or gross negligence of the
Trustee.

         Section 11.6      Notice By Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any obligations
with respect to the Securities to violate this Article XI, but failure to give
such notice shall not affect the subordination of the Securities to the Senior
Indebtedness of the Company as provided in this Article XI.

         Section 11.7      Subrogation.

         After all Senior Indebtedness of the Company is paid in full, in cash,
and until the Securities are paid in full, Securityholders shall be subrogated
(equally and ratably with all other Indebtedness pari passu with the Securities)
to the rights of holders of Senior Indebtedness of the Company to receive
distributions applicable to Senior Indebtedness of the Company to the extent
that distributions otherwise payable to the Securityholders have been applied to
the payment of Senior Indebtedness of the Company. A distribution made under
this Arti-

                                       39



cle XI to holders of Senior Indebtedness of the Company that otherwise would
have been made to Securityholders is not, as between the Company and
Securityholders, a payment by the Company on the Securities.

         Section 11.8      Relative Rights.

         This Article XI defines the relative rights of Securityholders and
holders of Senior Indebtedness of the Company. Nothing in this Indenture shall:

                  (1) impair, as between the Company and Securityholders, the
         obligation of the Company, which is absolute and unconditional, to pay
         Principal of and interest on the Securities in accordance with their
         terms;

                  (2) affect the relative rights of Securityholders and
         creditors of the Company other than their rights in relation to holders
         of Senior Indebtedness of the Company; or

                  (3) prevent the Trustee or any Securityholder from exercising
         its available remedies upon a Default or Event of Default, subject to
         the rights of holders and owners of Senior Indebtedness of the Company
         to receive distributions and payments otherwise payable to
         Securityholders.

         If the Company fails because of this Article XI to pay Principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

         Section 11.9      Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Indebtedness of the Company to enforce
the subordination of the Indebtedness evidenced by the Securities shall be
impaired by any act or failure to act by the Company or any Securityholder or by
the failure of the Company or any Securityholder to comply with this Indenture.

         The Trustee and Securityholders agree that they will not challenge the
validity, enforceability or perfection of any Senior Indebtedness or of the
liens, guarantees and security interests securing the same and that as between
the holders of the Senior Indebtedness on the one hand and the Trustee and
Securityholders on the other, the terms hereof shall govern even if all or part
of the Senior Indebtedness or such liens and security interests are voided,
disallowed, subordinated, set aside or otherwise invalidated in any judicial
proceeding or otherwise, regardless of the theory upon which such action is
premised.

         Without in any way limiting the generality of this Section 11.9, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Securityholders, without
incurring responsibility to the Trustee or the Securityholders and without
impairing or releasing the subordination provided in this Article XI or the
obligations hereunder of the Securityholders to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, the Senior Credit Agreement or any instrument evidencing the same
or any agreement under which Senior Indebtedness is outstanding or secured; (b)
sell, exchange, release, foreclose against or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Senior Indebtedness; and (d)
exercise or refrain from exercising any rights against the Company, any
Subsidiary or any other Person.

         Section 11.10     Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness of the Company, the distribution may be made and the notice
given to their representative.

                                       40



         Upon any payment or distribution of assets of the Company referred to
in this Article XI, the Trustee and the Securityholders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the
Securityholders for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness of the
Company and other Indebtedness of the Company, the amount or amounts thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XI.

         Section 11.11     Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article XI or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage Notice. Only the holders or the representative of
holders of Designated Senior Indebtedness of the Company may give a Payment
Blockage Notice. Nothing in this Article XI shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.7.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights.

         Section 11.12     Authorization to Effect Subordination.

         Each Securityholder of a Security by the Securityholder's acceptance
thereof authorizes and directs the Trustee on the Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XI, and appoints the Trustee to act as
the Securityholder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding referred to in Section 6.9 at least 30 days before
the expiration of the time to file such claim, the representatives of the Senior
Indebtedness of the Company are hereby authorized to file an appropriate claim
for and on behalf of the Securityholders of the Securities.

         Section 11.13     Amendments.

         The provisions of this Article XI shall not be amended or modified
without the written consent of the holders of all Senior Indebtedness of the
Company that would be adversely affected thereby.

                                   ARTICLE XII

                                   GUARANTEES

         Section 12.1      Applicability of Article.

         The provisions of this Article XII will be applicable to any series of
Securities which is to be guaranteed by one or more Guarantors.

         Section 12.2      Subordination of Security Guarantee.

         Unless otherwise specified as contemplated by Section 2.3(a), the
obligations of each Guarantor under any series of Securities which are to be
guaranteed pursuant to this Article XII shall be junior and subordinated to the
prior payment in full, in cash, of the Senior Indebtedness of such Guarantor on
the same basis the Securities of such series are junior and subordinated to
Senior Indebtedness of the Company pursuant to Article XI. For the purposes of
the foregoing sentence, the Trustee and the Securityholders shall have the right
to receive

                                       41



and/or retain payments by any of the Guarantors of such Securities only at such
times as they may receive and/or retain payments in respect to the Securities of
such series pursuant to this Indenture, including Article XI hereof.

         Section 12.3      Guarantee.

         Subject to this Article XII, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of Securities of a series
as to which it is a Guarantor authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns on behalf of each such Holder,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company hereunder or thereunder, that: (a)
the Principal of and interest on the Securities of such series will be promptly
paid by the Company in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue Principal of and interest
on the Securities of such series, if any, if lawful will be promptly paid by the
Company in full, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Securities of such
series, that same will be promptly paid by the Company in full when due by the
Company in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due by the
Company of any amount so guaranteed which failure continues for three days after
demand therefor is made to the Company for whatever reason, the Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby, jointly and severally, agree that their
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities of the series or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Securities of such series with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment (except as specifically provided in
the preceding paragraph), filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands (except as specifically
provided in the preceding paragraph) whatsoever and covenant that this Security
Guarantee shall not be discharged except by complete performance of the payment
obligations contained in the Securities of the series and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Security Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Security Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Security Guarantee, failing
payment when due by the Company, which failure continues for three days after
demand therefor is made to the Company. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

         Section 12.4      Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Securities of a series as to
which such Guarantor is a Guarantor, each Holder, hereby confirms that it is the
intention of all such parties that the Security Guarantee of such

                                       42



Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law to the extent applicable to any
Security Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under its Security Guarantee and this Article XII shall be limited to
the maximum amount as will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article XII,
result in the obligations of such Guarantor under its Security Guarantee not
constituting a fraudulent transfer or conveyance.

         Section 12.5      Release of Guarantors.

         The Security Guarantee of a Guarantor with respect to any series of
Securities will be released under the circumstances specified for such series of
Securities pursuant to Section 2.3(a).

                                  ARTICLE XIII

                                  MISCELLANEOUS

         Section 13.1      Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA, the required provision shall control.

         Section 13.2      Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first class mail (registered or certified, return receipt requested),
or sent by telecopier or overnight courier guaranteeing next day delivery, to
the other's address.

         If to the Company and/or any Guarantor:

                  Triad Hospitals,Inc.
                  13455 Noel Road,20th Floor
                  Dallas, Texas 75240
                  Telecopier No.: (972)701-2282
                  Attention: Treasurer

         With a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10019
                  Telecopier No.: (212)259-6333
                  Attention: Morton A. Pierce, Esq.

                                       43



         If to the Trustee:

                  [_____________________]
                  [_____________________]
                  [_____________________]
                  Telecopier No.: [____________]
                  Attention: [____________]

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders of
Securities) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

         Any notice or communication to a Holder of Securities shall be mailed
by first class mail, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA (S) 313(c),
to the extent required by the TIA. Failure to mail a notice or communication to
a Holder of Securities or any defect in it shall not affect its sufficiency with
respect to other Holders of Securities.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company or any Guarantor mails a notice or communication to
Holders of Securities, it shall mail a copy to the Trustee and each Agent at the
same time.

         Section 13.3    Communication by Holders of Securities with Other
Holders of Securities.

         Holders of Securities may communicate pursuant to TIA (S) 312(b) with
other Holders of Securities with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA (S) 312(c).

         Section 13.4    Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1)  an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.5) stating that, in the opinion of the signers, all
         conditions precedent and covenants, if any, provided for in this
         Indenture relating to the proposed action have been satisfied; and

                  (2)  an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.5) stating that, in the opinion of such counsel,
         all such conditions precedent and covenants have been satisfied.

                                       44



         Section 13.5    Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

                  (1)    a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2)    a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3)    a statement that, in the opinion of such Person, he or
         she has made such examination or investigation as is necessary to
         enable him or her to express an informed opinion as to whether or not
         such covenant or condition has been satisfied; and

                  (4)    a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been satisfied.

         Section 13.6    Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders.

         The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         Section 13.7    No Personal Liability of Directors, Officers, Employees
and Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or such Guarantor under the Securities, this Indenture, the
Security Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Securities, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Securities.

         Section 13.8    Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES.

         Section 13.9    No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

         Section 13.10   Successors.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                                       45



         Section 13.11   Severability.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         Section 13.12   Counterpart Originals; Acceptance by Trustee.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. The Trustee hereby accepts the trusts in this Indenture declared or
provided, upon the terms and conditions hereinabove set forth.

         Section 13.13   Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

         Section 13.14   Legal Holidays.

         A "Legal Holiday" is any day other than a Business Day. If any
specified date (including an Interest Payment Date, Redemption Date or Stated
Maturity of any Security, or a date for giving notice) is a Legal Holiday at any
Place of Payment or place for giving notice, then (notwithstanding any other
provision of this Indenture or of the Securities or coupons other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of Principal or interest
need not be made at such Place of Payment, or such other action need not be
taken, on such date, but the action shall be taken on the next succeeding day
that is not a Legal Holiday at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity or such other date and to the extent applicable no original
issue discount or interest, if any, shall accrue for the intervening period.

                         [Signatures on following page]

                                       46



                                   SIGNATURES

Dated as of [____________]

                                                 TRIAD HOSPITALS, INC.


                                                 By:____________________________
                                                    Name:
                                                    Title:


                                                 [_________________], as Trustee


                                                 By:____________________________
                                                    Name:
                                                    Title:

                                       47



                               (FACE OF SECURITY)

[INSERT, IF APPLICABLE--THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED, WHETHER
IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN
THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

                                                                  CUSIP:

                              [TITLE OF SECURITIES]

No.:_______________                                            $______________

                              TRIAD HOSPITALS, INC.

promises to pay to _______________________________________________or registered
assigns, the principal sum of______________________________________________
Dollars on [     ].


Interest Payment Dates:  [       ] and [       ], commencing [      ].

Record Dates:  [    ] and [   ].

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

                                      A-1



                               (BACK OF SECURITY)

                               [TITLE OF SECURITY]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.   Interest. TRIAD HOSPITALS, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of _________
[Dollars] [if other than Dollars, substitute other currency units] on ________,
_____ [if the Security is to bear interest prior to Maturity, insert -- , and to
pay interest thereon from _______________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for],
[semiannually] [if other than semi-annual interest at a fixed rate, insert
frequency of payment and payment dates] on _______ and _______ in each year,
commencing ___________, and at the Maturity thereof, at [if the Security is to
bear interest at a fixed rate, insert -- the rate of __% per annum], [if the
Security is to bear interest at a rate determined with reference to one or more
formula, refer to description index below] until the principal hereof is paid or
made available for payment] [if applicable, insert -- , and (to the extent that
the payment of such interest shall be legally enforceable) at [if the Security
is to bear interest at a fixed rate, insert -- the rate of % per annum on any
overdue principal and premium and on any overdue installment of interest from
the dates such amounts are due until they are paid or made available for
payment]. Interest shall be computed on the basis of [a 360-day year of 12
30-day months] [if another basis of calculating interest is to be different,
insert a description of such method.]

         [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ______% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been paid or
made available for payment.]

         2.   Method of Payment. The Company will punctually pay or duly provide
for interest, on any Interest Payment Date, as provided in such Indenture, to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the _________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Securities of this series not less than 15 days prior to
such Special Record Date, or be paid at any time in any other lawful manner.

         Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in ___________ in such coin or
currency of [the United States of America] [insert other currency or currency
unit, if applicable] as at the time of payment is legal tender for payment of
public and private debts against surrender of this Security in the case of any
payment due at the Maturity of the principal thereof (other than any payment of
interest that

                                      A-2



first becomes payable on a day other than an Interest Payment Date), [if
applicable, insert --; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the list provided by the
Company to the Registrar and provided, further, that if this Security is a
Global Security, payment may be made pursuant to the applicable procedures of
the Depositary as permitted in said Indenture].

         3.   Paying Agent and Registrar. Initially, the Trustee under the
Indenture will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or any of
its Subsidiaries may act in any such capacity.

         4.   Indenture. This Security is one of a duly authorized issue of
Securities of the Company issued and to be issued in one or more series under an
Indenture, dated as of ________, _____ (herein called the "Indenture"), between
the Company and _______________, as Trustee (herein called the "Trustee" which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, [limited in
aggregate principal amount to $_______, except as otherwise provided in the
Indenture]. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code (s)(s) 77aaa-77bbbb) (the "TIA"). The Securities
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. To the extent any provision of this Security
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.

         5.   Redemption.  [If applicable, insert -- The Securities of this
series are subject to redemption upon not less than 30 days notice by mail, [if
applicable, insert -- (1) on _________ in any year commencing with the year
_____ and ending with the year _____ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert -- on or after ________, _____], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): if redeemed [if
applicable insert -- on or before ________, ___%, and if redeemed] during the
12-month period beginning of the ________ years indicated,

         Year         Redemption Price        Year             Redemption Price

and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, (1) on ________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as per-

                                      A-3



centages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ___________ of the years indicated,



               Redemption Price for Redemption      Redemption Price for Redemption Otherwise

   Year     Through Operation of the Sinking Fund   Than Through Operation of the Sinking Fund
   ----     -------------------------------------   ------------------------------------------
                                              


and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ________ in each year beginning with the year ____ and ending
with the year _____ of [if applicable, insert -- not less than $_____________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert -- mandatory] sinking
fund payments otherwise required to be made [if applicable, insert -- in the
inverse order in which they become due].]

         [If applicable, insert -- The Securities are subject to redemption, as
a whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to $____.]

         [If applicable, insert -- The holder of this Security shall have the
right to require the Company to pay this Security in full on ____________, __ by
giving the Company or the Registrar written notice of the exercise of such right
not less than 30 or more than 60 days prior to such date.]

         [If the Security is subject to redemption, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert -- This Security is not subject to redemption
prior to maturity.]

         6. Denominations, Transfer, Exchange. [If applicable, insert -- The
Securities of this series are issuable only in registered form without coupons
in denominations of $___________ and any integral multiple thereof.] As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. A Holder may
register the transfer or exchange of the Security as provided in the Indenture
and subject to certain limitations therein set forth. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.

         [If applicable, insert -- The Securities of this series will be
represented by one or more global securities (collectively, the "Global
Security") registered in the name of ____________, (the "Depositary"), or a
nominee of the Depositary. So long as the Depositary, or its nominee, is the
registered holder and owner of this Global

                                      A-4



Note, the Depositary or such nominee, as the case may be, will be considered the
sole owner and holder of the Notes for all purposes under the Indenture. The
Global Security may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary. The Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Notes represented by such Global Security to the accounts of
institutions that have accounts with the Depositary or its nominee
("participants"). Ownership of beneficial interests in a Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of beneficial
interests in such Global Security).]

         [If applicable, insert -- The Securities represented by this Global
Security are exchangeable for Securities in permanent form of like tenor as such
Global Security in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion
at any time determines not to have all of the Securities of this series
represented by the Global Security and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities.
Any Security that is exchangeable pursuant to the preceding sentence is
exchangeable only for Securities of this series.]

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         8.  Persons Deemed Owners. The registered Holder of a Security may be
treated as its owner for all purposes.

         9.  Amendment, Supplement and Waiver. Subject to certain exceptions set
forth in the Indenture, (i) the Indenture and the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in Principal
Amount of the Outstanding Securities of each series affected by such amendment
or supplement and (ii) any existing default or compliance with any provision may
be waived with the consent of the Holders of a majority in Principal Amount of
the Outstanding Securities of each series affected by such waiver. Without the
consent of any Holder of Securities of each series affected by such amendment or
supplement, the Company and the Trustee may amend or supplement the Indenture or
the Securities of such series to, among other things, evidence the succession of
another Person to the Company or any other obligor on the Securities of such
series, to add to the covenants of the Company or any other obligor upon the
Securities of such series for the benefit of the Holders of such Securities or
to surrender any right or power conferred upon the Company or any other obligor
upon the Securities of such series, as applicable, in the Indenture or in such
Securities, to cure any ambiguity, or to correct or supplement any provision in
the Indenture or the Securities of such series or make any other provisions with
respect to matters or questions arising under the Indenture or such Securities,
provided that, in each case, such provisions shall not adversely affect the
interest of the Holders of the Securities in any material respect, or to add to,
change or eliminate any of the provisions of the Indenture (which addition,
change or elimination may apply to one or more series of Securities), provided
that, any such addition, change or elimination (A) shall neither (i) apply to
any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no such Outstanding Security.

         10. Defaults and Remedies. If an Event of Default shall have occurred
and be continuing under the Indenture, the Principal of and interest on all of
the Outstanding Securities my be declared, and upon such

                                       A-5



declaration shall become, immediately due and payable in the manner, with the
effect and subject to the conditions provided for in the Indenture.

         11. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.

         12. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Securities, the Indenture, the Security Guarantees, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.

         13. [If applicable, insert -- Guarantees. The payment by the Company of
the Principal of and interest on the Security is fully and unconditionally
guaranteed on a joint and several basis by each of the Guarantors on the terms
set forth in the Indenture.]

         14. Authentication. This Security shall not be valid or obligatory
until authenticated by the manual signature of the Trustee or an authenticating
agent.

         15. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         16. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.

         17. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SECURITY.

                                      A-6





         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Triad Hospitals, Inc.,
13455 Noel Road, 20th Floor, Dallas, Texas 75240, Telecopier No.: (972)
701-2282, Attention: Treasurer.




                                                     Dated:_____________________


                                                     TRIAD HOSPITALS, INC.



                                                     By: _______________________
                                                         Name:
                                                         Title:

This is one of the
Securities of the series designated in
the within-mentioned Indenture:

[_________________], as Trustee

By: ________________________________
    Authorized Signatory

                                       A-7



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to

________________________________________________________________________________

                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

              (Print or type assignee's name, address and zip code)

and irrevocably appoint_____________________________________________________ to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

________________________________________________________________________________

Date:__________________

                                          Your Signature:_______________________

                                          (Sign exactly as your name appears on
                                           the Security)

SIGNATURE GUARANTEE

_______________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

                                      A-8



[IF GLOBAL SECURITY, INSERT -- SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY

         The following exchanges of a part of this Global Security for an
interest in another Global Security or for a permanent Security, or exchanges of
a part of another Global Security or permanent Security for an interest in this
Global Security, have been made:


                          Amount of             Amount of            Principal Amount       Signature of
                         decrease in           increase in               of this             authorized
                          Principal             Principal            Global Security        signatory of
                          Amount of             Amount of            following such          Trustee or
 Date of Exchange   this Global Security   this Global Security   decrease (or increase)     Custodian]
 ----------------   --------------------   --------------------   ----------------------     ---------
                                                                                


                                       A-9

EX-5.1

                                                                     Exhibit 5.1

                                 October 9, 2002

Triad Hospitals, Inc.
13455 Noel Road, Suite 2000
Dallas, Texas 75240

               Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

               We have acted as counsel to Triad Hospitals, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act") of the following
securities with an aggregate initial public offering price of up to
$800,000,000: (i) common stock, par value $0.01 per share, of the Company
("Common Stock"); (ii) one or more classes or series of preferred stock, par
value $0.01 per share, of the Company ("Preferred Stock"), interests in which
may be represented by depositary shares of the Company ("Depositary Shares");
(iii) one or more series of debt securities of the Company ("Debt Securities"),
consisting of debentures, notes and/or other evidences of indebtedness, which
may be unsubordinated ("Senior Debt Securities") or subordinated ("Subordinated
Debt Securities") to certain other obligations of the Company; (iv) guarantees,
if any, of the Debt Securities by certain of the Company's subsidiaries (the
"Guarantees" and, such subsidiaries, the "Subsidiary Guarantors"); (v) warrants
to purchase Securities (as hereinafter defined) of the Company ("Warrants");
(vi) purchase contracts obligating holders to purchase Securities (as
hereinafter defined) at a future date or dates ("Purchase Contracts"); and (vii)
units comprised of one or more Securities (as hereinafter defined) in any
combination ("Units," and together with the Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, Guarantees, Warrants and Purchase Contracts,
"Securities").

               The Senior Debt Securities will be issued under a senior debt
securities indenture in the form filed as an exhibit to the Registration
Statement on Form S-3 (the "Registration Statement"), as amended or supplemented
from time to time (the "Senior Indenture"), proposed to be entered into between
the Company and one or more trustees chosen by the Company and qualified to act
as such under the Trust Indenture Act of 1939, as amended (the "TIA") (any such
trustee, the "Senior Indenture Trustee"). The Subordinated Debt Securities will
be issued under a subordinated debt securities indenture in the form filed as an
exhibit to the Registration Statement, as amended or supplemented from time to
time (the "Subordinated Indenture"), proposed to be entered into between the
Company and one or more trustees chosen by the Company and qualified to act as
such under the TIA (any such trustee, the "Subordinated Indenture Trustee"). The
Senior Indenture and the Subordinated Indenture are sometimes hereinafter
referred to individually as an "Indenture" and collectively as the "Indentures."
The Warrants will be issued under a warrant agreement in a form that will be
filed as an exhibit to a post-effective amendment to the Registration Statement
or incorporated by reference therein (a "Warrant Agreement"). The Purchase
Contracts will be issued under a purchase contract agreement in a form that will
be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein (a "Purchase Contract
Agreement").



Triad Hospitals, Inc.
October 9, 2002
Page 2

The Units will be issued under a unit agreement in a form that will be filed as
an exhibit to a post-effective amendment to the Registration Statement or
incorporated by reference therein (a "Unit Agreement").

               This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

               We have examined (i) the Registration Statement; (ii) the form of
Senior Indenture; (iii) the form of Subordinated Indenture; (iv) the Certificate
of Incorporation of the Company, as amended and currently in effect (the
"Certificate of Incorporation"); (v) the By-laws of the Company as currently in
effect (the "By-laws"); and (vi) the resolutions adopted by the Board of
Directors of the Company (the "Board") relating to the Registration Statement
and the issuance of the Securities (the "Board Resolutions"). We also have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such certificates of officers or other representatives of the
Company, and such other agreements, documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

               In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company and the
Subsidiary Guarantors organized under the laws of the State of Delaware, we have
assumed that such parties had the legal power to enter into and perform all
their obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.

               In our capacity as your counsel in connection with the
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the Registration Statement and the
authorization and issuance of the Securities. For purposes of this opinion, we
have assumed that such proceedings will be timely and properly completed, in
accordance with all requirements of applicable Federal, New York and Delaware
laws, in the manner presently proposed.

               Based upon the foregoing and in reliance thereon, and subject to
the qualifications and limitations set forth herein, we are of the opinion that:

               1.    With respect to any offering of Common Stock (the "Offered
Common Stock"), the shares of the Offered Common Stock (including any Offered
Common Stock duly issued upon conversion, exchange or exercise of any other
Securities) will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.

               2.    With respect to any offering of any series of Preferred
Stock (the "Offered Preferred Stock"), when the Certificate of Designations (as
hereinafter defined) has been duly filed with the Secretary of State of the
State of Delaware, the shares of the Offered Preferred



Triad Hospitals, Inc.
October 9, 2002
Page 3

Stock (including any Offered Preferred Stock duly issued upon conversion,
exchange or exercise of any other Securities), will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration therefor
is not less than the par value thereof.

               3.   With respect to any offering of any series of Depositary
Shares (the "Offered Depositary Shares"), when (i) the deposit agreement
relating to the Offered Depositary Shares (the "Deposit Agreement") in the form
filed as an exhibit to the Registration Statement has been duly executed and
delivered as contemplated by the Board Resolutions or other action by the Board
or a duly appointed committee thereof; and (ii) the Preferred Stock which is
represented by the Offered Depositary Shares is duly authorized, validly issued
and delivered to the Depositary in accordance with the laws of the State of
Delaware, (a) the Offered Depositary Shares will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and (b) when the receipts evidencing the Offered Depositary Shares
("Receipts") are duly issued against the deposit of the Preferred Stock in
accordance with the Deposit Agreement, such Receipts will be validly issued and
will entitle the holders thereof to the rights specified therein and in the
Deposit Agreement.

               4.   With respect to any offering of any series of Debt
Securities offered under the Senior Indenture or the Subordinated Indenture (the
"Offered Debt Securities"), when (i) the applicable Indenture has been qualified
under the TIA and duly executed and delivered by the Company; and (ii) the
applicable trustee has been qualified under the TIA and a Form T-1 has been
properly filed as an exhibit to the Registration Statement, the Offered Debt
Securities (including any Offered Debt Securities duly issued upon conversion,
exchange or exercise of any other Securities) will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

               5.   With respect to any offering of any Guarantees of any series
of Debt Securities offered under the Senior Indenture or the Subordinated
Indenture (the "Offered Guarantees"), when (i) the applicable Indenture has been
qualified under the TIA and duly executed and delivered by the Company and the
Subsidiary Guarantors; and (ii) the applicable trustee has been qualified under
the TIA and a Form T-1 has been properly filed as an exhibit to the Registration
Statement, the Offered Guarantees will be valid and binding obligations of the
applicable Subsidiary Guarantors, enforceable against the applicable Subsidiary
Guarantors in accordance with their terms.

               6.   With respect to any offering of any series of Warrants (the
"Offered Warrants"), when the Warrant Agreement relating to the Offered
Warrants, in the form to be filed as an exhibit to a post-effective amendment to
the Registration Statement or incorporated by reference therein, has been duly
executed and delivered as contemplated by the Board Resolutions or other action
by the Board or a duly appointed committee thereof, the Offered Warrants will be
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

               7.   With respect to any offering of Purchase Contracts (the
"Offered Purchase Contracts"), when the Purchase Contract Agreement, in the form
to be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein, has been duly executed and
delivered as contemplated by the Board Resolutions or other action by the Board
or a duly appointed committee thereof, the Offered Purchase Contracts will



Triad Hospitals, Inc.
October 9, 2002
Page 4

be valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms.

               8.   With respect to any offering of any series of Units (the
"Offered Units"), when the Unit Agreement relating to the Offered Units, in the
form to be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein, has been duly executed and
delivered as contemplated by the Board Resolutions or other action by the Board
or a duly appointed committee thereof, the Offered Units will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.


               The opinions set forth herein are subject to the following
assumptions, qualifications, limitations and exceptions being true and correct
at or prior to the time of the delivery of any Securities offered pursuant to
the Registration Statement (collectively, the "Offered Securities"): (i) the
Board, including any appropriate committee appointed thereby, and appropriate
officers of the Company shall have duly established the terms of the Offered
Securities; (ii) the board of directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company and, with respect to
any Guarantees, the Subsidiary Guarantors, shall have duly authorized and taken
any other necessary corporate action to approve the issuance and sale of the
Offered Securities and related matters (including without limitation with
respect to Offered Preferred Stock, the execution, acknowledgment and filing of
a Certificate of Designations (the "Certificate of Designations") in accordance
with the applicable provisions of the General Corporation Law of the State of
Delaware) and such authorizations and actions have not been rescinded; (iii) the
terms of the issuance and sale of the Offered Securities have been duly
established in conformity with the certificates of incorporation or
organization, by-laws and other similar formation documents of the Company and
any applicable Subsidiary Guarantors (collectively, the "Formation Documents"),
any Deposit Agreement, Indenture, Warrant Agreement, Purchase Contract or Unit
Agreement (collectively, the "Applicable Agreements"), and any other relevant
agreement so as not to violate any applicable law, the Formation Documents
(subject to the further assumption that such Formation Documents have not been
amended from the date hereof in a manner that would affect the validity of any
of the opinions rendered herein), or result in a default under or breach of any
agreement or instrument binding upon the Company or any applicable Subsidiary
Guarantor and so as to comply with any restriction imposed by any court or
governmental body having jurisdiction over the Company or any applicable
Subsidiary Guarantor; (iv) the Offered Securities (and, to the extent necessary,
any securities which are a component of the Offered Purchase Contracts or
Units), and any certificates or receipts representing the interests in the
relevant Offered Securities, have been duly authenticated, executed,
countersigned, registered and delivered upon payment of the agreed-upon
consideration therefor and have been duly issued and sold in accordance with any
relevant agreement (including any Applicable Agreements), any underwriting
agreement with respect to the Offered Securities or any other duly authorized,
executed and delivered, applicable, valid and binding purchase agreement, or as
otherwise contemplated by the Registration Statement or any post-effective
amendment thereto, and any Prospectus Supplement relating thereto; (v) the
Registration Statement, as finally amended (including all necessary
post-effective amendments) and any additional registration statement filed under
Rule 462 will have been declared effective under the Act and such effectiveness
shall not have been terminated or rescinded; (vi) an appropriate Prospectus
Supplement will have been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder describing
the Offered Securities offered thereby; (vii) the Offered Securities will be
issued and sold in compliance with applicable Federal and state securities laws
and solely in the manner stated in the Registration Statement and the applicable
Prospectus Supplement and there will not have occurred any change



Triad Hospitals, Inc.
October 9, 2002
Page 5

in law affecting the validity of the opinions rendered herein; (viii) if the
Offered Securities will be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Offered Securities in
the form filed as an exhibit to the Registration Statement or any post-effective
amendment thereto, or incorporated by reference therein, has been duly
authorized, executed and delivered by the Company and the other parties thereto;
and (ix) in the case of an Indenture, Warrant Agreement, Stock Purchase
Contract, Unit Agreement, Certificate of Designation, Deposit Agreement or other
agreement or instrument pursuant to which any Securities are to be issued, there
shall be no terms or provisions contained therein which would affect the
validity of any of the opinions rendered herein.

               We also have assumed that (i) the Senior Indenture and the
Subordinated Indenture each will be duly authorized, executed and delivered by
the respective trustees, and that any Debt Securities that may be issued will be
authenticated by duly authorized officers of the applicable trustee; (ii) any
Deposit Agreement will be duly authorized, executed and delivered by the
Depositary, and the Depositary Receipts will be duly signed by the Depositary;
and (iii) any Warrant Agreements, any Purchase Contracts and any Unit Agreements
will be duly authorized, executed, delivered and duly signed by the applicable
parties thereto other than the Company.

               Members of our firm are admitted to the Bar in the State of New
York and we do not express any opinion as to the laws of any jurisdiction other
than the laws of the State of New York, the General Corporation Law of the State
of Delaware and the laws of the United States of America to the extent referred
to specifically herein. We do not express any opinion with respect to the
application of the Commodity Exchange Act, as amended, or the rules, regulations
or interpretations of the Commodity Futures Trading Commission to Securities,
the payment of principal or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors. The Securities may be issued from time to time on a delayed or
continuous basis, but this opinion is limited to the laws, including the rules
and regulations thereunder, as in effect on the date hereof. We disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
opinions set forth herein.

               Any opinion set forth herein as to enforceability of obligations
of the Company is subject to: (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting the enforcement of
creditors' rights generally, and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law); (ii)
provisions of law which may require that a judgment for money damages rendered
by a court in the United States be expressed only in United States dollars;
(iii) requirements that a claim with respect to any Debt Securities denominated
other than in U.S. dollars (or a judgment denominated other than in U.S. dollars
in respect of such claim) be converted into U.S. dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law; and (iv)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency. Rights
to indemnification and contribution may also be limited by Federal and state
securities laws.

               We express no opinion as to the validity, legally binding effect
or enforceability of any provision in any agreement or instrument that (i)
requires or relates to payment of any interest at a rate or in an amount which a
court would determine in the circumstances under applicable law to be
commercially unreasonable or a penalty or a forfeiture or (ii) relates to
governing law and submission by the parties to the jurisdiction of one or more
particular courts.



Triad Hospitals, Inc.
October 9, 2002
Page 6

               We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.
We also consent to the reference to our firm under the heading "Legal Matters"
in the Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                Very truly yours,

                                /s/ Dewey Ballantine LLP

EX-12.1

                                                                    Exhibit 12.1

                             Triad Hospitals, Inc.
               Computation of Ratio of Earnings to Fixed Charges



                                                                       For the Years Ended December 31,           For the Six Months
                                                                                                                    Ended June 30,
                                                            1997       1998       1999       2000      2001        2001       2002
                                                                                                        
Earnings:
Income from continuing operations before
  minority interests and income taxes                     $  (14.7)  $ (113.9)  $ (112.4)  $ 26.3    $  55.7     $  3.0     $ 127.9
Fixed charges, exclusive of capitalized interest              73.6       82.4       78.9     72.5      144.4       56.7        77.8

                                                          --------------------------------------------------------------------------
Income as adjusted                                        $   58.9   $  (31.5)  $  (33.5)  $ 98.8    $ 200.1     $ 59.7     $ 205.7
                                                          ==========================================================================
Fixed Charges:
Interest charged to expense                               $   60.5   $   68.9   $   67.7   $ 62.2    $ 127.6     $ 49.9     $  68.1
Portion of rents representative of interest                   13.1       13.5       11.2     10.3       16.8        6.8         9.7
                                                              73.6       82.4       78.9     72.5      144.4       56.7        77.8
Interest expense included in cost of plant construction        0.4        1.7         --      1.7        4.6        2.2         2.9

                                                          --------------------------------------------------------------------------
                                                          $   74.0   $   84.1   $   78.9   $ 74.2    $ 149.0     $ 58.9     $  80.7
                                                          ==========================================================================

Ratios of Earnings to Fixed Charges                             (A)        (A)        (A)     1.3        1.3        1.0         2.5
                                                          ==========================================================================

(A) Triad's earnings were insufficient to cover fixed charges by $15.1 million,
    $115.6 million and $112.4 million for the years ended December 31, 1997,
    1998 and 1999.

EX-23.2

                                                                    Exhibit 23.2

               Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Triad Hospitals,
Inc. for the registration of $800,000,000 of securities and to the incorporation
by reference therein of our report dated February 15, 2002, with respect to the
consolidated financial statements of Triad Hospitals, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 2001, and to the
incorporation by reference therein of our report dated August 4, 2000, with
respect to the consolidated financial statements and schedule of Quorum Health
Group, Inc. included in its Annual Report (Form 10-K) for the year ended June
30, 2000, both filed with the Securities and Exchange Commission.

                                      /s/ Ernst & Young LLP
October 8, 2002
Dallas, Texas