Prepared by MERRILL CORPORATION

TENET HEALTHCARE CORPORATION

/s/ RICHARD B. SILVER

Richard B. Silver

Senior Vice President, Secretary and Assistant General Counsel

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DLuW5zRIZxEiToMOXu9g68D6Pq1qlPqUn4bV6g8T9lKBOt5RzcRtewbcvPxhgLZY dwev0i7OY9lOw+4id8SsOg== 0000912057-01-541369.txt : 20020412 0000912057-01-541369.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-541369 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENET HEALTHCARE CORP CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74158 FILM NUMBER: 1802426 BUSINESS ADDRESS: STREET 1: 3820 STATE STREET CITY: SANTA BARBARA STATE: CA ZIP: 93105 BUSINESS PHONE: 8055637000 MAIL ADDRESS: STREET 1: P O BOX 31907 CITY: SANTA BARBARA STATE: CA ZIP: 93130 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19920703 S-4 1 a2064673zs-4.htm FORM S-4 Prepared by MERRILL CORPORATION
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As filed with the Securities and Exchange Commission on November 29, 2001
		Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TENET HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

NEVADA		8062		95-2557091
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

RICHARD B. SILVER
SENIOR VICE PRESIDENT, ASSISTANT
GENERAL COUNSEL AND SECRETARY
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

STEVEN B. STOKDYK
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST, SUITE 2100
LOS ANGELES, CALIFORNIA 90067
(310) 712-6600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / /

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)


5³/8% Senior Notes due 2006	$550,000,000	100%	$550,000,000	$131,450

6³/8% Senior Notes due 2011	$1,000,000,000	100%	$1,000,000,000	$239,000

6⁷/8% Senior Notes due 2031	$450,000,000	100%	$450,000,000	$107,550

Total	$2,000,000,000	100%	$2,000,000,000	$478,000

(1): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement 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 dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We 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 offering to buy these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state.

SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2001.

PROSPECTUS

$2,000,000,000
TENET HEALTHCARE CORPORATION

Offer to exchange its 5³/8% Senior Notes due 2006, which have been registered under
the Securities Act of 1933, for any and all of its outstanding 5³/8% Senior Notes due 2006

Offer to exchange its 6³/8% Senior Notes due 2011, which have been registered under
the Securities Act of 1933, for any and all of its outstanding 6³/8% Senior Notes due 2011

Offer to exchange its 6⁷/8% Senior Notes due 2031, which have been registered under
the Securities Act of 1933, for any and all of its outstanding 6⁷/8% Senior Notes due 2031

The exchange offers and withdrawal rights will expire at 5:00 P.M.,
New York City time, on , 2002, unless extended.

We are offering to exchange up to $550,000,000 aggregate principal amount of our new 5³/8% Senior Notes due 2006, $1,000,000,000 aggregate principal amount of our new 6³/8% Senior Notes due 2011, and $450,000,000 aggregate principal amount of our new 6⁷/8% Senior Notes due 2031, all of which have been registered under the Securities Act of 1933, referred to collectively in this prospectus as the new notes, for any and all of our outstanding 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031, respectively, referred to collectively in this prospectus as the old notes.

We issued the old notes on November 6, 2001 in a transaction not requiring registration under the Securities Act. We are offering you new notes, with terms substantially identical to those of the old notes, in exchange for old notes in order to satisfy our registration obligations from that previous transaction. If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

See "Risk Factors" on page 6 of this prospectus for a discussion of risks associated with the exchange of old notes for the new notes offered hereby.

We will exchange new notes for all old notes that are validly tendered and not withdrawn before expiration of the exchange offer relating to that series of old notes. You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer relating to that series of old notes. The exchange procedure is more fully described in "The Exchange Offers—Procedures for Tendering" beginning on page 10.

The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. See "Description of New Notes" beginning on page 17 for more details on the terms of the new notes.

We will not receive any proceeds from the exchange offers.

There is no established trading market for the new notes or the old notes. However, we intend to apply for listing of the new notes on The New York Stock Exchange.

The exchange of old notes for new notes should not be a taxable event for United States federal income tax purposes. See "Certain Federal Income Tax Considerations" on page 27.

All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act. See "Plan of Distribution" on page 27.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

, 2002

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Summary		1
Risk Factors		6
Use of Proceeds		7
Selected Financial Information		7
The Exchange Offers		9
Description of New Notes		17
Description of Old Notes		26
Certain Federal Income Tax Considerations		27
Plan of Distribution		27
Validity of the Notes		27
Experts		27
Available Information		27
Incorporation By Reference		28

SUMMARY

The following summary is qualified in its entirety by the more detailed information, including our consolidated financial statements and related notes, included or incorporated by reference in this prospectus. Unless the context otherwise requires, the terms "Tenet," "we," "us" and "our" refer to Tenet Healthcare Corporation and its subsidiaries.

Tenet Healthcare Corporation

We are the second largest investor-owned health care services company in the United States. At October 15, 2001, our subsidiaries and affiliates owned or operated 113 general hospitals with 28,053 licensed beds and related health care facilities serving urban and rural communities in 17 states. Our general hospitals offer a wide array of medical services and serve as hubs for integrated health care delivery systems. The systems are designed to provide quality medical care throughout a community or area and may include a variety of types of ancillary services. Among the areas in which we operate fully integrated health care delivery systems are Southern California, South Florida, the greater New Orleans area, Philadelphia and St. Louis.

Our principal executive offices are located at 3820 State Street, Santa Barbara, California 93105, and our telephone number is (805) 563-7000. We and our subsidiaries employ approximately 110,000 people nationwide. We provide central support services to our hospitals from a Dallas-based operations center.

The Exchange Offers

On November 6, 2001, we completed the private offering of $550,000,000 aggregate principal amount of 5³/8% Senior Notes due 2006, $1,000,000,000 aggregate principal amount of 6³/8% Senior Notes due 2011 and $450,000,000 aggregate principal amount of 6⁷/8% Senior Notes due 2031. As part of that offering, we entered into an exchange and registration rights agreement with the initial purchasers of the old notes in which we agreed, among other things, to deliver this prospectus to you and to complete exchange offers for the old notes. Below is a summary of the exchange offers.

Old notes		5³/8% Senior Notes due 2006 6³/8% Senior Notes due 2011 6⁷/8% Senior Notes due 2031
New notes		Notes of the same series, the issuance of which has been registered under the Securities Act of 1933. The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.
Terms of the offers		We are offering to exchange a like amount of new notes for our old notes of the same series in denominations of $1,000 in principal amount and multiples thereof. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there are $550,000,000 principal amount of 5³/8% Senior Notes due 2006, $1,000,000,000 principal amount of 6³/8% Senior Notes due 2011 and $450,000,000 principal amount of 6⁷/8% Senior Notes due 2031 outstanding. We will issue new notes promptly after the expiration of the exchange offer relating to that series.

Expiration time		The exchange offers will expire at 5:00 P.M., New York City time, on , 2002, unless extended as to one or more series.
Procedures for tendering		To tender old notes, you must complete and sign a letter of transmittal in accordance with the instructions contained in it and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the exchange agent, either with the old notes to be tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender old notes pursuant to the exchange offers. See "The Exchange Offers—Procedures for Tendering."
		Letters of transmittal and certificates representing old notes should not be sent to us. Such documents should only be sent to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See "The Exchange Offers—Exchange Agent."
Acceptance of old notes for exchange; issuance of new notes		Subject to the conditions stated in "The Exchange Offers—Conditions to the Exchange Offers," we will accept for exchange any and all old notes which are properly tendered in the exchange offer relating to that series before the expiration time for such exchange offer. The new notes will be delivered promptly after the expiration time with respect to that series.
Interest payments on the new notes		The new notes will bear interest from the most recent date to which interest has been paid on the old notes. If your old notes are accepted for exchange, then you will receive interest on the new notes and not on the old notes.
Withdrawal rights		You may withdraw your tender at any time before the expiration time for the series tendered.
Conditions to the exchange offer		The exchange offers are subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of an exchange offer for a series, we will resolicit tenders of the old notes of that series. See "The Exchange Offers—Conditions to the Exchange Offers" for more information.
Resales of new notes		Based on interpretations by the staff of the Securities and Exchange Commission, or SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we believe that the new notes issued in the exchange offers may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

	•	you are acquiring the new notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the new notes; and
	•	you are not an "affiliate" of ours.
	You must represent that you meet the above three requirements if you wish to exchange old notes for new notes in the exchange offers.
	If you are an affiliate of ours or are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the new notes:
	•	you cannot rely on the applicable interpretations of the staff of the SEC; and
	•	you must comply with the registration requirements of the Securities Act in connection with any resale transaction.
	Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale or other transfer of the new notes issued in the exchange offers, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes. Furthermore, any broker-dealer that acquired any of its old notes directly from us:
	•	may not rely on the applicable interpretation of the staff of the SEC; and
	•	must also be named as a selling holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.
	See "The Exchange Offers—Resales of New Notes."
Exchange agent	The Bank of New York is serving as the exchange agent in connection with the exchange offers. The address and telephone and facsimile numbers of the exchange agent are listed under the heading "The Exchange Offers—Exchange Agent."
Use of proceeds	We will not receive any proceeds from the issuance of new notes in the exchange offers. We will pay all expenses incident to the exchange offers. See "Use of Proceeds" and "The Exchange Offers—Fees and Expenses."

The New Notes

The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. The new notes will evidence the same debt as the old notes and will be governed by the same indenture. Where we refer to "notes" in this prospectus, we are referring to both the old notes and the new notes.

Notes offered		Up to:
		• $550,000,000 principal amount of 5³/8% Senior Notes due 2006, called the notes due 2006;
		• $1,000,000,000 principal amount of 6³/8% Senior Notes due 2011, called the notes due 2011; and
		• $450,000,000 principal amount of 6⁷/8% Senior Notes due 2031, called the notes due 2031;
		all of which have been registered under the Securities Act.
Maturity date		Notes due 2006: November 15, 2006 Notes due 2011: December 1, 2011 Notes due 2031: November 15, 2031
Interest		Interest on the new notes will accrue at the rates per annum set forth on the cover page hereof. Interest on the notes due 2011 will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2002, to holders of record on the immediately preceding May 15 and November 15. Interest on the notes due 2006 and the notes due 2031 will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2002, to holders or record on the immediately preceding May 1 and November 1. Interest on the new notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance of the old notes.
Listing		We intend to apply for listing of the new notes on The New York Stock Exchange.
Ranking		The notes are our general unsecured obligations equal in right of payment to all our existing and future unsubordinated indebtedness.
Optional redemption		Each series of notes will be redeemable in whole or in part at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes of a series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon, excluding accrued and unpaid interest, discounted at a rate as specified below in "Description of New Notes—Optional Redemption", plus, in each case, accrued but unpaid interest to the date of redemption.
Global note; book-entry system		The new notes will be issued only in fully registered form without interest coupons and in minimum denominations of $1,000. The new notes will be evidenced by a global note for each series deposited with the trustee for the new notes, as custodian for The Depository Trust Company, or DTC. Beneficial interests in the global notes will be shown on, and transfers of those beneficial interest can only be made through, records maintained by DTC and its participants. See "Description of New Notes—Global Notes."

Certain Federal Income Tax Considerations

We believe that the exchange of your old notes for new notes to be issued in connection with the exchange offers should not result in any gain or loss to you for United States federal income tax purposes. See "Certain Federal Income Tax Considerations."

Risk Factors

You should carefully consider the matters set forth under "Risk Factors" before you decide to tender your old notes.

RISK FACTORS

Before tendering old notes in the exchange offers, you should carefully review the information contained elsewhere in this prospectus and should particularly consider the following discussion on the risks involved.

You may have difficulty selling the old notes you do not exchange.

If you do not exchange your old notes for new notes in the exchange offers, you will continue to be subject to the restrictions on transfer of your old notes as described in the legend on the global notes representing the old notes. There are restrictions on transfer of your old notes because we issued the old notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any old notes not tendered in the exchange offers and, upon consummation of the exchange offer relating to a series of notes, you will not be entitled to any rights to have your untendered old notes registered under the Securities Act. In addition, the trading market, if any, for the remaining old notes will be adversely affected depending on the extent to which old notes are tendered and accepted in the exchange offers.

You may have difficulty selling the new notes because there is no existing trading market for them.

The new notes are being offered to the holders of the old notes, which were issued on November 6, 2001 primarily to a small number of institutional investors. There is no existing trading market for the new notes. Although the initial purchasers in the offering of the old notes have informed us that they intend to make a market in the new notes, they are not obligated to do so and any market-making activity may be discontinued at any time without notice. As a result, the market price of the new notes could be adversely affected.

We intend to apply for listing of the new notes on The New York Stock Exchange. The liquidity of any market for the new notes will depend upon the number of holders of the new notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the new notes and other factors relating to us. A liquid trading market may not develop for the new notes.

Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that (1) exchanges its old notes in the exchange offers for the purpose of participating in a distribution of the new notes or (2) resells new notes that were received by it for its own account in the exchange offers may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

You may not receive new notes in the exchange offers if the exchange offer procedure is not followed.

We will issue the new notes in exchange for your old notes only if you tender the old notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the relevant exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. If you are the beneficial holder of old notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offers, you should promptly contact the person in whose name your old notes are registered and instruct that person to tender on your behalf.

USE OF PROCEEDS

We will not receive proceeds from the issuance of the new notes offered hereby. In consideration for issuing the new notes in exchange for old notes as described in this prospectus, we will receive old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled.

SELECTED FINANCIAL INFORMATION

Selected financial information for each of the fiscal years in the five-year period ended May 31, 2001 and the three-month periods ended August 31, 2000 and 2001 is set forth below. The information for the fiscal years ended May 31 is from our consolidated financial statements, which have been audited by KPMG LLP, our independent auditors, and from our underlying accounting records. The summary financial information for the three-month periods ended August 31 has been derived from our unaudited condensed consolidated financial statements and reflects all adjustments (consisting of normal recurring adjustments) that, in our opinion, are necessary for a fair presentation of such information. Operating results for the three months ended August 31, 2001 are not necessarily indicative of the results that may be expected for fiscal 2002.

You also should read "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and related notes and the report of our independent auditors included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2001, and our unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2001, both incorporated in this prospectus by reference. See "Incorporation by Reference." Dollar amounts set forth below, except per share amounts, are in millions.

		Year Ended May 31,															Three Months Ended August 31,
		1997			1998			1999			2000			2001			2000			2001
Operating Results
Net operating revenues		$	8,691		$	9,895		$	10,880		$	11,414		$	12,053		$	2,893		$	3,297

Operating expenses:
	Salaries and benefits		3,595			4,052			4,412			4,508			4,680			1,123			1,270
	Supplies		1,197			1,375			1,525			1,595			1,677			404			466
	Provision for doubtful accounts		498			588			743			851			849			213			246
	Other operating expenses		1,878			2,071			2,342			2,525			2,603			636			689
	Depreciation		335			347			421			411			428			107			115
	Amortization		108			113			135			122			126			30			34
	Impairment and other unusual charges(1)		619			221			363			355			143			—			—

Operating income			461			1,128			939			1,047			1,547			380			477

Interest expense			(417	)		(464	)		(485	)		(479	)		(456	)		(123	)		(97	)
Investment earnings			27			22			27			22			37			6			9
Minority interests in income of consolidated subsidiaries			(27	)		(22	)		(7	)		(21	)		(14	)		(6	)		(7	)
Net gains (losses) on sales of facilities and long-term investments			(18	)		(17	)		—			49			28			—			—

Income from continuing operations before income taxes			26			647			474			618			1,142			257			382
Income taxes			(89	)		(269	)		(225	)		(278	)		(464	)		(103	)		(158	)

Income (loss) from continuing operations		$	(63	)	$	378		$	249		$	340		$	678		$	154		$	224

Income (loss) from continuing operations per common share		$	(0.21	)	$	1.22		$	0.79		$	1.08		$	2.08		$	0.48		$	0.67
Cash Flow Data
Cash provided by operating activities		$	404		$	403		$	582		$	869		$	1,818		$	271		$	487
Cash used in investing activities			(1,125	)		(1,083	)		(1,147	)		(36	)		(574	)		(111	)		(508	)
Cash provided by (used in) financing activities			653			668			571			(727	)		(1,317	)		(212	)		25
Capital expenditures			406			534			592			619			601			120			209

	As of May 31,															As of August 31,
	1997			1998			1999			2000			2001			2000			2001
Balance Sheet Data
Cash and cash equivalents	$	35		$	23		$	29		$	135		$	62		$	83		$	66
Property and equipment, net		5,459			5,987			5,839			5,894			5,976			5,842			6,221
Working capital		621			1,182			1,940			1,682			1,060			1,723			1,185
Total assets		11,606			12,774			13,771			13,161			12,995			13,091			13,376
Long term debt, net of current portion		5,022			5,829			6,391			5,668			4,202			5,424			4,362
Shareholders' equity		3,224			3,558			3,870			4,066			5,079			4,293			5,284
Book value per common share		10.65			11.50			12.44			12.97			15.61			13.59			16.17
Other Financial Data
EBITDA(2)	$	1,523		$	1,809		$	1,858		$	1,935		$	2,244		$	517		$	626
EBITDA margin		17.5	%		18.3	%		17.1	%		17.0	%		18.6	%		17.9	%		19.0	%
Ratio of EBITDA to net interest expense(3)		3.9	x		4.1	x		4.1	x		4.2	x		5.4	x		4.4	x		7.1	x
Ratio of total debt to EBITDA		3.3	x		3.2	x		3.5	x		2.9	x		1.9	x		—			—
Ratio of earnings to fixed charges(4)		1.0	x		2.1	x		1.8	x		2.0	x		3.1	x		2.8	x		4.2	x

(1): The impairment and other unusual charges recorded in the fiscal year ended May 31, 2001 include $98 million related to the completion of our program to divest or terminate certain physician-practice contracts. Additional charges of $45 million were related to asset impairment write-downs for the closure of one hospital and certain other health care businesses. The charges recorded in the fiscal year ended May 31, 2000 include $177 million relating to our program to divest or terminate certain physician-practice contracts and $178 million relating to the closure or planned sale of five general hospitals and other property and equipment. The charges recorded in the fiscal year ended May 31, 1999 consisted of (i) $277 million of impairment losses for our plan to sell 20 general hospitals and close one general and one specialty hospital, (ii) $48 million of restructuring charges related to the implementation of hospital cost-control programs and general overhead-reduction plans and (iii) $38 million for the impairment of carrying values of property, equipment and goodwill at facilities and physician practices to be held and used. The charges recorded in the fiscal year ended May 31, 1998 were related to (i) the closure or sale of five hospitals and several home health agencies, (ii) write-offs of goodwill and other assets, and (iii) write-offs of carrying values of long-lived assets. The charges recorded in the fiscal year ended May 31, 1997 were primarily in connection with the January 30, 1997 acquisition of OrNda HealthCorp, which was accounted for as a pooling-of-interests.
(2): EBITDA represents operating income before depreciation, amortization and impairment and other unusual charges. While EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with accounting principles generally accepted in the United States of America, it is included herein to provide additional information with respect to our ability to meet our future debt service, capital expenditure and working capital requirements. EBITDA is not necessarily a measure of our ability to fund our cash needs. See the consolidated statement of cash flows included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2001 incorporated by reference in this prospectus. EBITDA is included herein because we believe certain investors find it to be a useful tool for measuring the ability to service debt.
(3): The ratio of EBITDA to net interest expense is calculated by dividing EBITDA by net interest expense, net of capitalized portion of interest expense and investment earnings.
(4): The ratio of earnings to fixed charges is calculated by dividing income from continuing operations before income taxes plus fixed charges by fixed charges. Fixed charges consist of interest expense, including amortization of deferred financing costs, and that portion of rental expense deemed to be representative of the interest component of rental expense.

THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

In connection with the sale of the old notes, we entered into an exchange and registration rights agreement with the initial purchasers of the old notes, pursuant to which we agreed to file and to use our commercially reasonable efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the old notes for the new notes. We are making the exchange offers to fulfill our contractual obligations under that agreement. A copy of the exchange and registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Pursuant to the exchange offers, we will issue the new notes in exchange for old notes. The terms of the new notes are identical in all material respects to those of the old notes, except that the new notes (1) have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the old notes and (2) will not have registration rights or provide for any increase in the interest rate related to the obligation to register. See "Description of New Notes" and "Description of Old Notes" for more information on the terms of the respective notes and the differences between them.

We are not making the exchange offers to, and will not accept tenders for exchange from, holders of old notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term "holder" of a series with respect to an exchange offer means any person in whose name the old notes of such series are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by DTC who desires to deliver such old notes by book-entry transfer at DTC.

We make no recommendation to the holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offers. In addition, no one has been authorized to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offers and, if so, the aggregate amount of old notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers, if any, based on their own financial position and requirements.

Terms of the Exchange

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offers, we will accept for exchange old notes of a series which are properly tendered at or before the expiration time for such series and not withdrawn as permitted below. As of the date of this prospectus, $550,000,000 principal amount of 5³/8% Senior Notes due 2006, $1,000,000,000 principal amount of 6³/8% Senior Notes due 2011 and $450,000,000 principal amount of 6⁷/8% Senior Notes due 2031 are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of old notes known to us. Old notes tendered in the exchange offers must be in denominations of principal amount of $1,000 and any integral multiple of $1,000.

Our acceptance of the tender of old notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

Expiration, Extension and Amendment

The expiration time of the exchange offers is 5:00 P.M., New York City time, on , 2002. However, we may, in our sole discretion, extend the period of time for which any of the exchange offers is open and set a later expiration date for such offer. The term "expiration time" as used herein means the latest time and date to which we extend the exchange offer with respect to a series. If we decide to extend the exchange offer period with respect to a series, we will then delay acceptance of any old notes by giving oral or written notice of an extension to the holders of old notes of such series as described below. During

any extension period, all old notes previously tendered will remain subject to such exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer for that series.

Our obligation to accept old notes of a series for exchange in the exchange offer relating to such series is subject to the conditions described below under "—Conditions to the Exchange Offers." We may decide to waive any of the conditions in our discretion. Furthermore, we reserve the right to amend or terminate any of the exchange offers, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of such exchange offer specified below under the same heading. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. If we materially change the terms of an exchange offer, we will resolicit tenders of the old notes of the series to which such exchange offer applies, file a post-effective amendment to the prospectus and provide notice to you. If the change is made less than five business days before the expiration of an exchange offer, we will extend the offer so affected so that the holders have at least five business days to tender or withdraw. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 A.M., New York City time, on the first business day after the previously scheduled expiration time for a series.

Procedures for Tendering

Valid Tender

Except as described below, a tendering holder must, prior to the expiration time with respect to a series, transmit to The Bank of New York, the exchange agent, at the address listed under the heading "—Exchange Agent":

•: a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or
•: if old notes are tendered in accordance with the book-entry procedures listed below, an agent's message.

In addition, you must:

•: deliver certificates, if any, for the old notes of a series to the exchange agent at or before the expiration time for that series; or
•: deliver a timely confirmation of book-entry transfer of the old notes into the exchange agent's account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent's message; or
•: comply with the guaranteed delivery procedures described below.

The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

If the letter of transmittal is signed by a person other than the registered holder of old notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The old notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the old notes must be signed exactly as the name of any registered holder appears on the old notes.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder will represent to us that, among other things, the new notes are being acquired in the ordinary course of business of the person receiving the new notes, whether or not that person is the holder and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the new notes. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the new notes.

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us.

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC's book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent's account.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the old notes surrendered for exchange are tendered:

•: by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or
•: for the account of an "eligible institution."

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an "eligible institution." An "eligible institution" is an "eligible guarantor institution" meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other "signature guarantee program" as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Book-Entry Transfer

The exchange agent will make a request to establish an account for each series of old notes at DTC for purposes of the exchange offers within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's systems must make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration time for the series of notes being tendered or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent's message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

Delivery of new notes issued in the exchange offers may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent's message, with any required signature guarantees and any other required documents, must:

•: be transmitted to and received by the exchange agent at the address listed under "—Exchange Agent" at or prior to the expiration time relating to a series; or
•: comply with the guaranteed delivery procedures described below.

Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

Guaranteed Delivery

If a registered holder of old notes desires to tender the old notes, and the old notes are not immediately available, or time will not permit the holder's old notes or other required documents to reach the exchange agent before the expiration time for a series, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

•

the tender is made through an eligible institution;

•

prior to the expiration time for such series, the exchange agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:

1.: stating the name and address of the holder of old notes and the amount of old notes tendered,
2.: stating that the tender is being made, and
3.: guaranteeing that within three New York Stock Exchange trading days after the expiration time for such series, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•: the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent's message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration time for such series.

Determination of Validity

We will determine in our sole discretion all questions as to the validity, form and eligibility of old notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular old note not properly tendered or of which our acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offers as to any particular old note either before or after the applicable expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offers as to any particular old note either before or after the applicable expiration time, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a reasonable period of time.

Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of old notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notification of any defect or irregularity.

Acceptance of Old Notes for Exchange; Issuance of New Notes

Upon the terms and subject to the conditions of the exchange offer relating to a series of notes, we will accept, promptly after the expiration time for such series, all old notes of such series properly tendered. We will issue the new notes promptly after acceptance of the old notes. For purposes of an exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

In all cases, issuance of new notes for old notes will be made only after timely receipt by the exchange agent of:

•: certificates for the old notes, or a timely book-entry confirmation of the old notes, into the exchange agent's account at the book-entry transfer facility;
•: a properly completed and duly executed letter of transmittal or an agent's message; and
•: all other required documents.

Unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes. In the case of old notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the applicable exchange offer. For each old note accepted for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note.

Interest Payments on the New Notes

The new notes will bear interest from the most recent date to which interest has been paid on the old notes for which they were exchanged. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the completion of the exchange offers will receive interest accruing from the most recent date to which interest has been paid for that series. Old notes accepted for exchange will cease to accrue interest from and after the date of completion of such exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the applicable exchange offer and will be deemed to have waived their rights to receive the accrued interest on the old notes.

Withdrawal Rights

Tenders of old notes of a series may be withdrawn at any time before the expiration time with respect to that series.

For a withdrawal to be effective with respect to old notes of a series, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under "—Exchange Agent" before the expiration time with respect to that series. Any notice of withdrawal must:

•: specify the name of the person, referred to as the depositor, having tendered the old notes to be withdrawn;
•: identify the old notes to be withdrawn, including the name of the series and certificate number or numbers and principal amount of the old notes;
•: contain a statement that the holder is withdrawing its election to have the old notes exchanged;
•: be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied

by documents of transfer to have the trustee with respect to the old notes register the transfer of the old notes in the name of the person withdrawing the tender; and

•: specify the name in which the old notes are registered, if different from that of the depositor.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes.

Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange. New notes will not be issued in exchange unless the old notes so withdrawn are validly re-tendered. Properly withdrawn old notes of a series may be re-tendered by following the procedures described under "—Procedures for Tendering" above at any time at or before the expiration time with respect to that series.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.

Conditions to the Exchange Offers

Notwithstanding any other provisions of the exchange offers, or any extension of any exchange offer, we will not be required to accept for exchange, or to exchange, any old notes for any new notes, and, as described below, may terminate an exchange offer with respect to any series, whether or not any old notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists:

•: there shall occur a change in the current interpretation by the staff of the SEC which permits the new notes issued pursuant to such exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder which is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such new notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of the new notes;
•: any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer;
•: any law, statute, rule or regulation shall have been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer;
•: a banking moratorium shall have been declared by United States federal or New York State authorities which, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer;
•: trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended by order of the SEC or any other governmental authority which, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer;
•: an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred;
•: a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall

have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of such exchange offer; or

•: any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which is or may be adverse to us or we shall have become aware of facts that have or may have an adverse impact on the value of the old notes of such series or the new notes of such series, which in our sole judgment in any case makes it inadvisable to proceed with such exchange offer and/or with such acceptance for exchange or with such exchange.

If we determine in our sole discretion that any of the foregoing events or conditions has occurred or exists, we may, subject to applicable law, terminate any exchange offer so affected, whether or not any old notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of such exchange offer in any respect. See "—Expiration, Extension and Amendment" above.

Resales of New Notes

Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties, we believe that new notes issued in the exchange offers in exchange for old notes may be offered for resale, resold or otherwise transferred by holders of the old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•: the new notes are acquired in the ordinary course of the holders' business;
•: the holders have no arrangement or understanding with any person to participate in the distribution of the new notes; and
•: the holders are not "affiliates" of ours within the meaning of Rule 405 under the Securities Act.

However, the SEC has not considered the exchange offers described in this prospectus in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offers as in the other circumstances. Each holder who wishes to exchange old notes for new notes will be required to represent that it meets the above three requirements.

Any holder who is an affiliate of ours or who intends to participate in any exchange offer for the purpose of distributing new notes or any broker-dealer who purchased old notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

•: cannot rely on the applicable interpretations of the staff of the SEC mentioned above;
•: will not be permitted or entitled to tender the old notes in the exchange offers; and
•: must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that the old notes were acquired by it as a result of market-making activities or other trading activities and agree that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

In addition, to comply with state securities laws, the new notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the new notes to "qualified institutional buyers," as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of new notes in any state where an exemption from registration or qualification is required and not available.

Exchange Agent

The Bank of New York has been appointed as the exchange agent for the exchange offers. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

THE BANK OF NEW YORK
AS EXCHANGE AGENT

BY FACSIMILE FOR ELIGIBLE INSTITUTIONS: (212) 235-2261 Attention: Mr. Santino Ginocchietti	BY MAIL/OVERNIGHT COURIER/HAND: The Bank of New York Reorganization Unit 15 Broad Street, 16th Floor
CONFIRM BY TELEPHONE: (212) 235-2363	New York, New York 10286 Attention: Mr. Santino Ginocchietti

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offers. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offers.

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, new notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offers, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offers will be amortized over the term of the new notes.

DESCRIPTION OF NEW NOTES

General

We issued the old notes and will issue the new notes pursuant to an indenture, dated as of November 6, 2001, as supplemented on November 6, 2001 by a supplemental indenture for each series of notes, between us and The Bank of New York, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The notes are subject to all such terms, and you should refer to the indenture and the Trust Indenture Act for a statement thereof. The following summary of the material provisions of the indenture is not complete and is qualified in its entirety by reference to the indenture, including the definitions therein of terms used below. Upon request, you may obtain a copy of the indenture from us. As used in this "Description of New Notes," the terms "we," "our," and "us" refer to Tenet Healthcare Corporation and not to any of our subsidiaries.

The indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder. We are permitted under the terms of the indenture to, and may in the future, issue other debt securities under the indenture constituting one or more separate series. The new notes will be our general unsecured obligations, equal in right of payment with all our existing and future unsubordinated indebtedness.

The new notes will be issued in fully registered form, in denominations of $1,000 and integral multiples thereof, registered in the name of Cede & Co., a nominee of The Depository Trust Company, or DTC. See "—Global Notes" below. The paying agent, registrar and transfer agent for the notes will be the corporate trust department of the trustee in New York, New York. Payment of principal will be made at maturity in immediately payable funds against surrender to the trustee.

The old notes were originally offered in three separate series, in the aggregate principal amounts set forth below and the new notes will be issued in three separate series and will be limited to the aggregate principal amounts set forth below. Old notes and new notes bearing the same maturity constitute a single series under the indenture. We may from time to time, without giving notice to or seeking the consent of the holders of the notes of any of the series, issue notes having the same ranking and the same interest rate, maturity and other terms as the notes of a series. Any additional notes having such similar terms, together with the notes of a series offered hereby, will constitute a single series of notes under the indenture.

Principal

Notes due 2006:		$550,000,000
Notes due 2011:		$1,000,000,000
Notes due 2031:		$450,000,000

Maturity

Notes due 2006:		November 15, 2006
Notes due 2011:		December 1, 2011
Notes due 2031:		November 15, 2031

Interest

Interest on the new notes will accrue at the rates per annum set forth on the cover page hereof. Interest on the notes due 2011 will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2002, to holders of record on the immediately preceding May 15 and November 15. Interest on the notes due 2006 and the notes due 2031 will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2002, to holders or record on the immediately preceding May 1 and November 1. Interest on the new notes will accrue from the most recent date to which interest has been paid on the new notes or the old notes for which the new notes were exchanged or, if no interest has been paid, from the date of original issuance of the old notes.

Interest on the new notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal, premium, if any, and interest on the new notes will be payable at our office or agency maintained for such purpose within the City and State of New York or, at our option, payment of interest may be made by check mailed to the holders of the notes at their respective addresses set forth in the register of holders of notes; provided that all payments with respect to notes as to which the holders have given wire transfer instructions to the paying agent on or prior to the relevant record date will be required to be made by wire transfer of immediately available funds to the accounts specified by such holders. Until otherwise designated by us, our office or agency in New York will be the office of the trustee maintained for such purpose.

Optional Redemption

Each series of notes will be redeemable, in whole or in part, at any time, at our option, at a redemption price equal to the greater of:

•: 100% of the principal amount of the notes of a series being redeemed, or
•: the sum of the present values of the remaining scheduled payments of principal and interest thereon, excluding accrued and unpaid interest to the date of redemption, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate, plus 25 basis points in the case of the notes due 2006, 30 basis points in the case of the notes due 2011 and 35 basis points in the case of the notes due 2031,

plus, in either of the above cases, accrued and unpaid interest thereon to, but not including, the redemption date. The notes will not be subject to any mandatory sinking fund.

"Adjusted Treasury Rate" means, with respect to any redemption date:

•: the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month); or
•: if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes ("Remaining Life").

"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.

"Reference Treasury Dealer" means:

•: each of Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. and their respective successors; provided that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute another Primary Treasury Dealer; and
•: any other Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

If less than all of a series of notes is to be redeemed at any time, selection of notes for redemption will be made by the trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes to be redeemed are then listed, or, if the notes are not so listed, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate; provided that notes with a principal amount of $1,000 will not be redeemed in part.

We will mail a notice of redemption at least 30 but not more than 60 days before the redemption date to each holder of the notes to be redeemed. If any notes are to be redeemed in part only, the notice of redemption that relates to such notes will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note.

Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

Limitations on Us and Our Subsidiaries

Limitations on Liens

The indenture provides that, except as described under "—Exception to Limitations" below, neither we nor any of our subsidiaries will issue, incur, create, assume or guarantee any debt secured by liens, mortgages, pledges, charges, security interests or other encumbrances upon any principal property (which means each of our hospitals that has a book value in excess of 5% of our consolidated net tangible assets), unless the notes will be secured equally and ratably with, or prior to, such debt. This restriction will not apply to:

•: liens securing the purchase price or cost of construction of property or additions, substantial repairs, alterations or improvements, if the debt and the liens are incurred within 12 months of the acquisition, the completion of construction and full operation or the completion of such additions, repairs, alterations or improvements;
•: liens existing on property at the time of its acquisition by us or our subsidiaries or on the property of an entity at the time of the acquisition of such entity by us or our subsidiaries, provided that the liens were in existence prior to the closing of, and not incurred in contemplation of, such acquisition and, in the case of the acquisition of an entity, the liens do not extend to any assets other than those of the entity acquired;
•: liens in favor of us or a consolidated subsidiary;
•: liens existing on the date of the indenture;

•: certain liens to governmental entities;
•: liens incurred within 90 days (or any longer period, not in excess of one year, as permitted by law), after acquisition of the related property arising solely in connection with the transfer of tax benefits in accordance with Section 168(f)(8) of the Internal Revenue Code;
•: any substitution or replacement of any lien referred to above, provided that the property encumbered by any substitute or replacement lien is substantially similar in nature to and no greater in value than the property encumbered by the lien that is being replaced; and
•: any extension, renewal or replacement of any lien referred to above, provided the amount secured is not increased and it relates to the same property.

Limitations on Sale and Lease-Back Transactions

The indenture provides that, except as described under "—Exception to Limitations" below, neither we nor any of our subsidiaries will enter into any sale and lease-back transaction with respect to any principal property with another person, other than us or one of our consolidated subsidiaries, unless:

•: we or any of our subsidiaries could incur debt secured by a lien on the property to be leased without securing the notes;
•: the lease is for three years or less; or
•: within 120 days, we apply the greater of the net proceeds of the sale of the leased property or the fair value of the leased property to the acquisition, construction, addition, repair, alteration or improvement of a principal property or the voluntary retirement of our long-term debt.

Exception to Limitations

Notwithstanding the two covenants described above, we and any of our subsidiaries may issue, incur, create, assume or guarantee debt secured by liens or enter into any sale and lease-back transaction that would otherwise be subject to the restrictions on liens and sale and lease-back transactions described above, provided that (i) the aggregate amount of all our debt subject to the restriction on liens described above plus (ii) the aggregate attributable debt in respect of sale and lease-back transactions that is subject to the restriction on sale and lease-back transactions above, does not exceed 15% of our consolidated net tangible assets.

Consolidation, Merger and Sale of Assets

The indenture provides that we may not consolidate with, or sell, convey or lease all or substantially all of our properties and assets to, or merge with or into, any other person, unless:

•: we are the surviving corporation or the successor is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the due and punctual payment of the principal of and interest on all the notes and the due and punctual performance and observation of our covenants and obligations under the indenture; and
•: immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both would become an event of default has occurred and is continuing under the indenture.

Events of Default

Under the indenture, each of the following constitutes an event of default with respect to the notes of a series, including the notes due 2006, the notes due 2011 and the notes due 2031:

•: failure to pay the principal of or premium, if any, on the notes of that series, at maturity or otherwise;
•: failure to pay any interest on the notes of that series when due, continued for 30 days;
•: failure to perform, or the breach of, any of our covenants or warranties in the indenture or the notes of that series, continued for 90 days after written notice; or
•: events of bankruptcy, insolvency or reorganization with respect to us.

In addition to the events of default set forth above, an event of default will be deemed to have occurred with respect to the notes of a series in the event of a failure to pay at maturity or the acceleration of our indebtedness having an aggregate principal amount in excess of the greater of $25 million or 5% of our consolidated net tangible assets under the terms of the instrument under which that indebtedness is issued or secured if that indebtedness is not discharged or the acceleration is not annulled within 10 days after written notice.

If any event of default with respect to the notes of a series occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the notes of that series then outstanding, by written notice to us and to the trustee, may declare the principal amount of the notes of that series to be due and payable immediately. Notwithstanding the foregoing, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding notes will automatically and without any action by the trustee or any holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on such acceleration, the holders of a majority in aggregate principal amount of the notes of that series then outstanding may, under certain circumstances, rescind and annul such acceleration with respect to that series if all events of default, other than the non-payment of accelerated principal of or interest on the notes, have been cured or waived as provided in the indenture.

Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered to the trustee reasonable indemnity. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of notes of any series then outstanding will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes of that series.

No holder of a note will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:

•: such holder has previously given the trustee written notice of a continuing event of default with respect to the notes;
•: the holders of at least 25% in the aggregate principal amount of the notes of that series then outstanding have made written request, and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceedings as trustee; and
•: the trustee has failed to institute such proceeding and the trustee has not received from the holders of a majority in aggregate principal amount of the notes of that series then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.

Such limitations, however, do not apply to a suit instituted by a holder of a note for the enforcement of payment of the principal of or interest on such note on or after its due date.

Defeasance and Covenant Defeasance

We may elect, at our option at any time, to have the provisions of the indenture relating to defeasance and discharge of indebtedness and to defeasance of certain restrictive covenants applied to the notes of a series.

Defeasance and Discharge. The indenture provides that, upon the exercise of our option, we will be discharged from all our obligations with respect to notes of any series (except for certain obligations to exchange or register the transfer of notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold moneys for payment in trust), subject to the conditions precedent below.

Defeasance of Certain Covenants. The indenture provides that, upon the exercise of our option with respect to notes of any series, we may omit to comply with certain restrictive covenants, including those described under "—Limitations on Us and Our Subsidiaries" above, and the occurrence of certain events of default will be deemed not to be or result in an event of default, in each case with respect to such notes, subject to the conditions precedent below.

In each case, the defeasance provision will be subject to our depositing in trust for the benefit of the holders of the notes of the series to be defeased money or U.S. government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such notes on the stated maturity in accordance with the terms of the indenture and such notes. We will also be required, among other things, to deliver to the trustee an opinion of counsel to the effect that holders of such notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur.

In the event we exercised this option with respect to any notes and such notes were declared due and payable because of the occurrence of any event of default, the amount of money and U.S. government obligations so deposited in trust would be sufficient to pay amounts due on such notes at the time of their respective stated maturities but may not be sufficient to pay amounts due on such notes upon any acceleration resulting from such event of default. In such case, we would remain liable for such payments.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes of any series may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes of that series then outstanding (including consents obtained in connection with a tender offer or exchange offer for such notes), and any existing default or compliance with certain restrictive provisions of the indenture may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes of that series (including consents obtained in connection with a tender offer or exchange offer for such notes).

Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

•: reduce the principal or change the fixed maturity of any note;
•: reduce the rate or change the time for payment of interest on any note;
•: waive a default or event of default in the payment of principal of or premium, if any, or interest on the notes (except a rescission of acceleration of the applicable notes by the holders of at least a

majority in aggregate principal amount thereof and a waiver of the payment default that resulted from such acceleration);

•: change the place of payment of any note or make any note payable in money other than that stated in the note;
•: impair the right to institute suit for the enforcement of any payment on or with respect to any note;
•: make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of notes of that series to receive payments of principal of or premium, if any, or interest on such notes;
•: reduce the principal amount of notes of that series whose holders must consent to an amendment, supplement or waiver; or
•: make any change in the foregoing amendment and waiver provisions, except to increase the required percentage or to provide that other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note.

Notwithstanding the foregoing, without the consent of any holder of notes, we, together with the trustee, may amend or supplement the indenture to:

•: cure any ambiguity, defect or inconsistency, provided that such action does not adversely affect the holders in any material respect;
•: provide for uncertificated notes in addition to or in place of certificated notes;
•: evidence the assumption of our obligations to holders of notes in the case of a merger, consolidation or sale of assets pursuant to the covenant described under the caption "—Limitations on Us and Our Subsidiaries—Consolidation, Merger and Sale of Assets";
•: add covenants for the benefit of the holders of the notes of any series or to surrender any right or power conferred upon us;
•: make any change that does not adversely affect the legal rights under the indenture of any such holder in any material respect;
•: add any additional events of default for the benefit of the holders of the notes of any series;
•: secure the notes of any series;
•: establish the form or terms of other series of debt securities as permitted under the indenture;
•: comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or
•: appoint a successor trustee.

Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of notes of a series entitled to give or take any direction, notice, consent, waiver or other action or to vote on any action under the indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders, such action may be taken only by persons who are holders of outstanding notes on the record date. To be effective, the action must be taken by holders of the requisite principal amount of notes of a series within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by us (or the trustee, if it set the record date), and may be shortened or lengthened from time to time, but not beyond 180 days.

The Trustee

The Bank of New York is the trustee under the indenture. The corporate trust office of the trustee is located in New York, New York.

We maintain banking and borrowing relations with The Bank of New York, including under our credit facilities, under which The Bank of New York is a documentation agent and a lending bank. The Bank of New York also serves as escrow agent under an escrow agreement to which we are party. In addition, The Bank of New York is the trustee under other indentures pursuant to which we have issued debt. Pursuant to the Trust Indenture Act of 1939, should a default occur with respect to the notes of any series, the trustee would be required to eliminate any conflicting interest as defined in the Trust Indenture Act of 1939 or resign as trustee with respect to the notes of that series within 90 days of such default unless such default were cured, duly waived or otherwise eliminated.

The trustee may resign at any time or may be removed by us. If the trustee resigns, is removed or becomes incapable of acting as trustee or if a vacancy occurs in the office of the trustee for any cause, a successor trustee shall be appointed in accordance with the provisions of the indenture. The indenture provides that in case an event of default occurs (and is not cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Global Notes

The new notes will each be issued in the form of one or more registered notes in book-entry form, referred to as global notes. Each such global note will be registered in the name of a nominee of DTC, as depositary, and will be deposited with The Bank of New York, as custodian therefor. Interest in each such global note will not be exchangeable for certificated notes in definitive, fully registered form, except in the limited circumstances described below. We will be entitled, along with the trustee and any other agent, to treat DTC or its nominee, as the case may be, as the sole owner and holder of the global notes for all purposes.

So long as DTC or its nominee or a common depositary is the registered holder of a global note, DTC or such nominee or common depositary, as the case may be, will be considered the sole owner and holder of such global note, and of the notes represented thereby, for all purposes under the indenture and the notes and the beneficial owners of notes will be entitled only to those rights and benefits afforded to them in accordance with DTC's regular operating procedures. Upon specified written instructions of a DTC participant, DTC will have its nominee assist its participants in the exercise of certain holders' rights, such as a demand for acceleration or an instruction to the trustee. Except as provided below, owners of beneficial interests in a global note will not be entitled to have notes represented by a global note registered in their names, will not receive or be entitled to receive physical delivery of notes in certificated form and will not be considered the registered holders thereof under the indenture.

Ownership of beneficial interests in a global note will be limited to DTC participants or persons who hold interests through DTC participants. Upon the issuance of a global note, DTC or its custodian will credit on its internal system the respective principal amount of the individual beneficial interest represented by such global note to the accounts of its participants. Such accounts initially will be designated by or on behalf of the initial purchasers. Ownership of beneficial interests in a global note will be shown on, and the transfer of those ownership interests will be effected through, records maintained by DTC or its nominee (with respect to interests of participants) or by any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a global note may be subject to various policies and procedures adopted by DTC from time to time. None of Tenet Healthcare Corporation, the trustee or any of their agents will

have any responsibility or liability for any aspect of DTC's or any DTC participant's records relating to, or for payments made on account of, beneficial interest in any global note, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act of 1934, as amended. DTC holds certificates that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for the physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Interests in a global note will be exchanged for notes in certificated form if:

•: DTC notifies us that it is unwilling or unable to continue as a depositary for such global note or has ceased to be qualified to act as such or if at any time such depositary ceases to be a clearing agency registered under the Exchange Act, and we have not appointed a successor depositary within 90 days;
•: an event of default under the indenture with respect to the notes of a series has occurred and is continuing; or
•: we, in our sole discretion, determine at any time that the notes of a series will no longer be represented by a global note.

Upon the occurrence of such an event, owners of beneficial interests in such global note will receive physical delivery of notes in certificated form. All certificated notes issued in exchange for an interest in a global note or any portion thereof will be registered in such names as DTC directs. Such notes will be issued in minimum denominations of $1,000 and integral multiples thereof and will be in registered form only, without coupons.

No beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those under the indenture and the notes.

Investors may hold their interest in a global note directly through DTC if they are participants or indirectly through organizations that are DTC participants. Accordingly, although owners who hold notes through DTC participants will not possess notes in definitive form, the participants provide a mechanism by which holders of notes will receive payments and will be able to transfer their interests.

The holder of a certificated note may transfer such note, subject to compliance with the provisions of such legend, by surrendering it at (i) the office or agency maintained by us for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the trustee maintained for such purpose or (ii) the office of any transfer agent we appoint.

We will make all payments of principal and interest on the notes in immediately available funds so long as the notes are maintained in the form of global notes.

Governing Law

The indenture provides and the new notes will provide that they are and shall be governed by, and interpreted in accordance with, the internal laws of the State of New York.

DESCRIPTION OF OLD NOTES

The terms of the old notes are identical in all material respects to those of the new notes, except that (1) the old notes have not been registered under the Securities Act, are subject to certain restrictions on transfer and are entitled to certain rights under the registration rights agreement (which rights will terminate upon consummation of the exchange offer, except under limited circumstances); and (2) the new notes will not provide for any additional interest as a result of our failure to fulfill certain registration obligations. The old notes provide that, in the event that the exchange offer relating to a series is not consummated within 30 business days after the date of effectiveness of the registration statement in which this prospectus is included, or, in certain limited circumstances, in the event a shelf registration statement with respect to the resale of the old notes is not filed within 30 days from the date on which the obligation to file such shelf registration statement arises or is not declared effective within 90 days after such filing, then special interest will accrue on the old notes of that series (in addition to the interest rate on the old notes) for the period from the occurrence of such event until the earlier of such time as the exchange offer is consummated or any required shelf registration statement is effective. During the time that the special interest is accruing continuously, the rate of such special interest shall be 0.25% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.0% per annum. The new notes are not, and upon consummation of the exchange offer with respect to a series the old notes of such series will not be, entitled to any such special interest. Accordingly, holders of old notes should review the information set forth under "Risk Factors" and "Description of New Notes."

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The exchange of an old note for a new note should not be a taxable event for United States federal income tax purposes. Accordingly, a holder should not recognize gain or loss for United States federal income tax purposes on an exchange of an old note for a new note and such holder's holding period for a new note will include the holding period for the old note so exchanged.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in connection with the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers during the period referred to below in connection with resales of new notes received in exchange for old notes if such old notes were acquired by such broker-dealers for their own accounts as a result of marketing-making activities or other trading activities. We have agreed that this prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealers in connection with resales of such new notes for a period ending 180 days after the expiration date of the applicable exchange offer, or, if earlier, when all such new notes of the series subject to such exchange offer have been disposed of by such broker-dealers.

We will not receive any proceeds from the issuance of new notes in the exchange offers or from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own accounts may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account in connection with the exchange offers and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of new notes may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

VALIDITY OF THE NOTES

The validity of the new notes offered hereby will be passed upon for us by Sullivan & Cromwell, Los Angeles, California and certain matters of Nevada law relating to the validity of the new notes will be passed upon for us by Woodburn and Wedge, Reno, Nevada.

EXPERTS

Our consolidated financial statements and the related financial statement schedule as of May 31, 2000 and 2001, and for each of the years in the three-year period ended May 31, 2001, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The reports of KPMG LLP refer to a change in the method of accounting for start-up costs in fiscal 2000.

AVAILABLE INFORMATION

We file annual, quarterly and special reports, as well as other information, with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site: http://www.sec.gov. The

documents we file with the SEC may also be read and copied at the SEC's public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Reports and other information concerning us can also be inspected and copied at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005, and the Pacific Stock Exchange at 618 South Spring Street, Los Angeles, California 90014 and 301 Pine Street, San Francisco, California 94104.

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the new notes offered hereby. This prospectus does not contain all the information set forth in the registration statement, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information with respect to us and the notes offered hereby, reference is made to the registration statement and the exhibits thereto and the financial statements, notes and reference facilities of the SEC referred to above. Statements made in this prospectus concerning the contents of any documents referred to in this prospectus are not necessarily complete, and in each instance are qualified in all respects by reference to the copy of the document filed as an exhibit to the registration statement.

With respect to any old securities which are not yet eligible to be resold pursuant to Rule144(h) under the Securities Act or new securities which have not been disposed of by a broker-dealer pursuant to the "Plan of Distribution" section, we have undertaken to furnish upon request of a holder or prospective purchaser of a note the information required to be delivered under Rule 144A(d)(4) if, at the time of such request, we are no longer a reporting company under Section 13 or 15(d) of the Exchange Act.

INCORPORATION BY REFERENCE

The following documents filed with the SEC are incorporated by reference into this prospectus:

(1) our Annual Report on Form 10-K for the fiscal year ended May 31, 2001;

(2) our Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2001; and

(3) our Current Reports on Form 8-K dated August 29, 2001, October 12, 2001, October 26, 2001, October 31, 2001 and November 6, 2001.

All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus until this offering is completed will be deemed to be incorporated by reference into this prospectus from the date of filing of such documents. Any statement contained herein or incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this prospectus, except as so modified or superseded.

We will provide without charge to each person to whom this prospectus is delivered, upon oral or written request, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Written or telephone requests should be directed to us at the following address:

Tenet Healthcare Corporation
Attention: Richard B. Silver, Corporate Secretary
3820 State Street
Santa Barbara, California 93105
(805) 563-7000

In order to obtain timely delivery, you must request this information no later than , 2002.

$2,000,000,000
Tenet Healthcare Corporation
$550,000,000 5³/8% Senior Notes due 2006
$1,000,000,000 6³/8% Senior Notes due 2011
$450,000,000 6⁷/8% Senior Notes due 2031

PROSPECTUS
, 2002

All tendered old notes, executed letters of transmittal and other related documents should be directed to the exchange agent at the numbers and address below. Requests for assistance and for additional copies of the prospectus, the letter of transmittal and other related documents should also be directed to the exchange agent.

The exchange agent for the exchange offers is:

THE BANK OF NEW YORK

By Facsimile for Eligible Institutions:
(212) 235-2261
Attention: Mr. Santino Ginocchietti

Confirm by telephone:
(212) 235-2363

By Mail/Overnight Courier/Hand:
The Bank of New York
Reorganization Unit
15 Broad Street, 16th Floor
New York, New York 10286
Attention: Mr. Santino Ginocchietti

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada Revised Statutes Annotated ("Nevada RSA") provides generally, and in pertinent part, that a Nevada corporation may indemnify its directors and officers against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil suit or action, except actions by or in the right of the corporation, or any administrative or investigative proceeding if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 78.751 of the Nevada RSA further provides that, in connection with the defense or settlement of any action by or in the right of a Nevada corporation, a Nevada corporation may indemnify its directors and officers against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith, in a manner they reasonably believed to be in, or not opposed to, the best interest of the corporation. Section 78.751 of the Nevada RSA further permits a Nevada corporation to grant its directors and officers additional rights of indemnification through by-law provisions and otherwise.

Article X of the registrant's Restated By-Laws, as amended, provides that it will indemnify its directors and officers to the fullest extent permitted by Nevada law. Its Restated By-laws also permit it to enter into agreements with any director or officer indemnifying them against certain liabilities incurred by them in the performance of their duties, including liabilities under the Securities Act.

Section 78.037 of the Nevada RSA provides that the articles of incorporation of a Nevada corporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director provided that such provisions shall not eliminate or limit the liability of a director or officer (1) for acts or omissions which involve intentional misconduct or a knowing violation of law, or (2) under Section 78.300 of the Nevada RSA (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock). Article X of the Articles contains a provision eliminating the liability of directors and officers to the extent permitted under Section 78.037 of the Nevada RSA.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

See Exhibit Index on Page II-5.

ITEM 22. UNDERTAKINGS.

(a) The 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 as amended (the "Securities Act");

(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 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 SEC 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;

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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 (i) and (ii) do not apply if the information required to be included in a post-effective amendment thereby is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

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

(4) 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 Section 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 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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 against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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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 Santa Barbara, State of California on November 29, 2001.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jeffrey C. Barbakow, David L. Dennis, Raymond L. Mathiasen and Christi R. Sulzbach, acting alone, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on November 29, 2001:

Signature		Title

/s/ JEFFREY C. BARBAKOW Jeffrey C. Barbakow		Chairman, Chief Executive Officer and Director
/s/ DAVID L. DENNIS David L. Dennis		Vice Chairman, Chief Corporate Officer and Chief Financial Officer
/s/ RAYMOND L. MATHIASEN Raymond L. Mathiasen		Executive Vice President and Chief Accounting Officer
/s/ LAWRENCE BIONDI, S.J. Lawrence Biondi, S.J.		Director
/s/ BERNICE B. BRATTER Bernice B. Bratter		Director

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/s/ SANFORD CLOUD, JR. Sanford Cloud, Jr.		Director
/s/ MAURICE J. DEWALD Maurice J. DeWald		Director
/s/ MICHAEL H. FOCHT, SR. Michael H. Focht, Sr.		Director
/s/ VAN B. HONEYCUTT Van B. Honeycutt		Director
/s/ J. ROBERT KERREY J. Robert Kerrey		Director
/s/ LESTER B. KORN Lester B. Korn		Director
/s/ FLOYD D. LOOP, M.D. Floyd D. Loop, M.D.		Director

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EXHIBIT INDEX

3.1		Restated Articles of Incorporation of Registrant, as amended October 13, 1987 and June 22, 1995 (Incorporated by reference to Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2000)
3.2		Restated Bylaws of Registrant, as amended and restated July 25, 2001 (Incorporated by reference to Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2001)
4.1		Indenture, dated as of November 6, 2001, between Registrant and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K, dated November 6, 2001)
4.2		First Supplemental Indenture, dated as of November 6, 2001, between Registrant and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K, dated November 6, 2001)
4.3		Second Supplemental Indenture, dated as of November 6, 2001, between Registrant and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.3 to Registrant's Current Report on Form 8-K, dated November 6, 2001)
4.4		Third Supplemental Indenture, dated as of November 6, 2001, between Registrant and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.4 to Registrant's Current Report on Form 8-K, dated November 6, 2001)
*4.5		Exchange and Registration Rights Agreement, dated as of November 6, 2001, among Registrant and Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers named therein
*5.1		Opinion of Woodburn and Wedge LLP
*5.2		Opinion of Sullivan & Cromwell
*12.1		Computation of ratio of earnings to fixed charges for Registrant
*23.1		Consent of KPMG LLP
*23.2		Consent of Woodburn and Wedge LLP (included in Exhibit 5.1)
*23.3		Consent of Sullivan & Cromwell (included in Exhibit 5.2)
*24.1		Power of Attorney (included on signature page of the registration statement)
*25.1		Statement of Eligibility on Form T-1 of The Bank of New York, as the Trustee under the indenture
*99.1		Form of letter of transmittal
*99.2		Form of notice of guaranteed delivery
*99.3		Form of letter of brokers, dealers, commercial banks, trust companies and other nominees
*99.4		Form of letter to clients
*99.5		Form of Exchange Agent Agreement

*: Filed herewith.

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QuickLinks

FORM S–4
TABLE OF CONTENTS
SUMMARY
Tenet Healthcare Corporation
The Exchange Offers
The New Notes
Certain Federal Income Tax Considerations
Risk Factors
RISK FACTORS
USE OF PROCEEDS
SELECTED FINANCIAL INFORMATION
THE EXCHANGE OFFERS
DESCRIPTION OF NEW NOTES
DESCRIPTION OF OLD NOTES
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
VALIDITY OF THE NOTES
EXPERTS
AVAILABLE INFORMATION
INCORPORATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

ITEM 22. UNDERTAKINGS.

SIGNATURES
EXHIBIT INDEX
EX-4.5 3 a2064673zex-4_5.htm EXHIBIT 4.5 Prepared by MERRILL CORPORATION
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Exhibit 4.5

EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT

Dated as of November 6, 2001
by and among

Tenet Healthcare Corporation

and

Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc.
and
J.P. Morgan Securities Inc.

As Representatives of the Initial Purchasers

This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of November 6, 2001, by and among Tenet Healthcare Corporation, a Nevada corporation (the "Company"), Credit Suisse First Boston Corporation ("CSFB"), Salomon Smith Barney Inc. ("SSB") and J.P. Morgan Securities Inc. ("J.P. Morgan"), as Representatives of the initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Notes due 2031 (the "Initial Notes"), pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated October 30, 2001 (the "Purchase Agreement"), by and among the Company, CSFB, SSB and J.P. Morgan, as Representatives of the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of November 6, 2001, between the Company and The Bank of New York, as Trustee (the "Indenture") relating to the Initial Notes and the Exchange Notes (as defined below).

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act shall mean the Securities Act of 1933, or any successor thereto, as the same may be amended from time to time.

Affiliate shall have the meaning set forth in Rule 144 of the Act.

Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

Broker-Dealer shall mean any broker or dealer registered with the Commission under the Exchange Act.

Business Day shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or Los Angeles are authorized or obligated by law or executive order to close.

Closing Date shall mean the date on which the Initial Notes are initially issued.

Commission shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

Consummate: an Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline shall have the meaning set forth in Section 3(b) hereof.

Controlling Person shall have the meaning set forth in Section 8(a) hereof.

Effectiveness Deadline shall have the meanings set forth in Section 3(a) and 4(a) hereof.

Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same may be amended from time to time.

Exchange Notes shall mean the Company's 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Notes due 2031 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

Exchange Offer shall mean the exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are tendered by Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement shall mean the Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales shall mean the transactions in which the Initial Purchasers propose to sell the Initial Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act.

Filing Date shall mean the date of the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, with the Commission.

Filing Deadline shall have the meanings set forth in Sections 3(a) and 4(a) hereof.

Holders shall have the meaning set forth in Section 2 hereof.

Indemnified Person shall have the meaning set forth in Section 8(a) hereof.

Indenture shall mean the Indenture, dated as of November 6, 2001, among the Company and The Bank of New York, as trustee, as supplemented on November 6, 2001, as the same may be amended from time to time.

Liabilities shall have the meaning set forth in Section 8(a) hereof.

Notes shall mean, collectively, the Initial Notes to be issued and sold to the Initial Purchasers, and securities issued in exchange therefore or in lieu thereof pursuant to the Indenture.

Offering Memorandum shall have the meaning set forth in Section 8(a) hereof.

Prospectus shall mean the prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date shall have the meaning set forth in Section 6(d) hereof.

Registration Default shall have the meaning set forth in Section 5 hereof.

Registration Statement shall mean any registration statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Rule 144 shall mean Rule 144 promulgated under the Act.

Shelf Registration Statement shall have the meaning set forth in Section 4 hereof.

Special Interest shall have the meaning set forth in Section 5 hereof.

Suspension Notice shall have the meaning set forth in Section 6(d) hereof.

TIA shall mean the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities shall mean each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer for an Exchange Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Initial Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (c) the date on which such Initial Note may be resold to the public pursuant to Rule 144 (k) under the Act and each Exchange Note until the date on which such Exchange Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

(a) Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission within 30 days after the Closing Date (such 30th day being the "Filing Deadline" for purposes of this Section 3), (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Filing Date (such 180th day being the "Effectiveness Deadline" for purposes of this Section 3), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective and (B) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, use its commercially reasonable efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective but in no event later than 30 Business Days thereafter (such 30th Business Day being the "Consummation Deadline").

(c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer

Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.

Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company agrees to use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one Business Day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

(a) Shelf Registration. If (i) the Exchange Offer is not permitted by applicable law (after the Company has complied with the procedures set forth in Section 6(a)(i) below) or (ii) for any reason the Exchange Offer is not Consummated by the Consummation Deadline or (iii) if any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company shall:

(x) cause to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the next Business Day following the Consummation Deadline, if the Exchange Offer is not Consummated by the Consummation Deadline and (iii) the date on which the Company receives the notice specified in clause (a)(iii) above (such earlier date, the "Filing Deadline" for purposes of this Section 4), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted Securities, and

(y) shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Date (such 90th day, the "Effectiveness Deadline" for purposes of this Section 4).

If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., as contemplated by clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth in clause (y).

To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and such other information as the Company may reasonably request. No Holder of Transfer Restricted Securities shall be entitled to Special Interest pursuant to Section 5 hereof relating to a Shelf Registration Statement unless and until such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5. SPECIAL INTEREST

If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or a Prospectus supplement to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest ("Special Interest"), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if

applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered, in the Exchange Offer, Initial Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:

(i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Company hereby agrees, if commercially reasonable, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes hereby acknowledges and agrees that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co. Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-

action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co. Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, if any, the Company shall:

(i) (x) comply with all the provisions of Section 6(c) below and (y) use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; and

(ii) issue, subject to compliance with the applicable Indenture, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; provided, that the Holder shall pay any transfer taxes or other fees charged in connection with such registration of Exchange Notes.

(c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company shall:

(i) use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall use its commercially reasonable efforts to file promptly an appropriate amendment or Prospectus supplement to such Registration

Statement curing such defect, and, if Commission review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable;

(ii) use its commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act in connection with the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) subject to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, use commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v) furnish to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days if practicable, or such shorter time period as is practicable, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five

Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing only if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

(vi) make available, at reasonable times, for inspection by one Holder designated by a majority of the Holders and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

(vii) if requested by any Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; provided, that the Company shall not be required to participate in a distribution of any derivative security by or on behalf of any Holder; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(viii) deliver to each Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(ix) upon the request of any Holder, enter into such commercially reasonable agreements (including underwriting agreements) and make such customary representations and warranties and take all such other commercially reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Company shall:

(A) upon request of any Holder or underwriter of a resale of Initial Notes or Exchange Notes, furnish (or in the case of paragraphs (2) and (3), use its commercially reasonable efforts to cause to be furnished) to each such Holder or underwriter upon the effectiveness of the Shelf Registration Statement:

(1) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 6(c), 6(e) and 6(f) of the Purchase Agreement and such other similar matters as such Holders may reasonably request;

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company covering matters similar to those set forth in paragraph (a) of Section 6 of the Purchase Agreement and such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the exhibits to the Registration Statement or the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the exhibits to the Registration Statement or the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be,

from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(h) of the Purchase Agreement; and

(B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in the any agreement entered into by the Company pursuant to this clause (ix);

(x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xi) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

(xii) use its commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (x) above;

(xiii) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with typed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with a custodian for the Depository Trust Company;

(xiv) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earning statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and

(xv) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of

the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

(a) All expenses incident to the Company's performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all reasonable fees and disbursements of counsel for the Company and the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

(b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities who are selling or reselling Initial Notes or Exchange Notes pursuant to the "Plan of Distribution" contained in the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel, who shall be O'Melveny & Myers LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

(a) The Company agrees to indemnify and hold harmless (i) each of the Holders and their respective affiliates, (ii) each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any of the Holders or any of their respective affiliates (any of the persons referred to in this clause (ii) being hereinafter referred to as a "Controlling Person"), and (iii) each of the respective officers, directors, partners, employees, representatives and agents of any of the Holders or any Controlling Person, and each of their respective officers, directors, partners, employees, representatives and agents (any person referred to in clause (i), (ii) or (iii) of this Section 8(a) may hereinafter be referred to as an "Indemnified Person") to the fullest extent lawful, from and against any and all losses, claims, damages, judgments, actions, costs, assessments, expenses and other liabilities (collectively, "Liabilities"), including without limitation and as incurred, reimbursement of all

reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any foreign, Federal, state or local authority, regulatory body, administrative agency, court or other governmental or quasi-governmental body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person, to the extent such Liabilities are directly or indirectly caused by, related to, based upon or arising out of, or in connection with, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any supplement or amendment thereto) provided by the Company to any Holder or prospective purchaser of Exchange Notes or registered Initial Notes, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission that is (x) with respect to a Holder, made in reliance upon and in conformity with information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or (y) with respect to the Holder from whom the person asserting the Liabilities purchased Transfer Restricted Securities, made in any Preliminary Prospectus if a copy of the Prospectus (as amended or supplemented, if the Company shall have furnished the Holders with such amendments or supplements thereto on a timely basis) was not delivered by or on behalf of such Holder to the person asserting the Liabilities, if required by law to have been so delivered by the Holder seeking indemnification, at or prior to the written confirmation of the sale of the Transfer Restricted Securities, and it shall be determined by a court of competent jurisdiction or binding mediation or arbitration tribunal, in a judgment or determination not subject to appeal or review, that the Prospectus (as so amended or supplemented) would have completely corrected such untrue statement or omission in all material respects. The foregoing indemnity shall be in addition to any liability that the Company might otherwise have to any of the Holders and such other Indemnified Persons. The Company shall notify you promptly after becoming aware of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company or an Indemnified Person.

(b) In case any action or proceeding (for all purposes of this Section 8, including any governmental or quasi-governmental investigation) shall be brought or asserted against any of the Indemnified Persons with respect to which indemnity under this Section 8 may be sought against the Company, such Indemnified Person promptly shall notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person and payment of all reasonable fees and expenses; provided, that the delay or failure to give such notice shall not relieve the Company from any liability that it may have on account of the indemnity under this Section 8, except to the extent that such delay or omission materially adversely affects the ability of the Company to defend or assume the defense of such action or proceeding. Upon receiving such notice, the Company shall be entitled to participate in any such action or proceeding and/or to assume, at its sole expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Person (who shall not, except with the consent of the Indemnified Person to be represented, be counsel to the Company or any of the Subsidiaries) and, after written notice from the Company to such Indemnified Person of its election so to assume the defense thereof promptly after receipt of the notice from the Indemnified Person of such action or proceeding, the Company shall not be liable to such Indemnified Person hereunder for legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof, other than reasonable costs of investigation, unless (i) the Company agrees in writing to pay such fees and expenses, or (ii) the Company fails promptly to assume such defense or fails to employ counsel reasonably satisfactory to such Indemnified Person, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Company or an affiliate of the Company, and that Indemnified Person shall have been advised in writing by counsel, with a copy of such writing to the Company, that either (x) there may be one or more legal

defenses available to such Indemnified Person that are different from or additional to those available to the Company or such affiliate or (y) a conflict may exist between such Indemnified Person and the Company or such affiliate. In the event of any of clause (i), (ii) and (iii) of the immediately preceding sentence, the Company shall not have the right to assume the defense thereof on behalf of the Indemnified Person and such Indemnified Person shall have the right to employ its own counsel (who shall be reasonably acceptable to the Company and shall not, except with the Company's consent, be counsel to the Company) in any such action and the reasonable fees and expenses of such counsel shall be paid, as incurred, by the Company, subject to repayment to the Company if it is ultimately determined that an Indemnified Person is not entitled to indemnification hereunder, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all of the Indemnified Persons, which firm shall be designated in writing by a majority of the Holders. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's written consent, which consent may not be unreasonably withheld, but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Indemnified Person from and against any loss or liability incurred in such settlement. The Company shall not, without the prior written consent of each Indemnified Person, which consent shall not be unreasonably withheld, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit, investigation or other proceeding in respect of which any Indemnified Person is or could have been a party and indemnification or contribution could have been sought hereunder by such Indemnified Person, unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability on claims that are the subject matter of such proceeding.

(c) Each of the Holders agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers, and any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Persons, but only with respect to claims and actions based on information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement. In case any action shall be brought against the Company, any of its directors, any such officer, or any such controlling person in respect of which indemnity is sought against any Holder pursuant to the foregoing sentence, the Holder shall have the rights and duties given to the Company (except that if a Holder shall have assumed the defense thereof, the Company shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company), and the Company, its directors, any such officers, and each such controlling person shall have the rights and duties given to the Indemnified Person by Section 7(b) above. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(d) If the indemnification provided for in this Section 8 is finally determined by a court of competent jurisdiction to be unavailable to an Indemnified Person in respect of any Liabilities referred to herein, then the Company, in lieu of indemnifying such Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Liabilities: (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Indemnified Person on the other hand from the sale of the Transfer Restricted Securities, or

(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i), above, but also the relative fault of the Company and the Indemnified Person in connection with the actions, statements or omissions that resulted in such Liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holder shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or the Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The indemnity and contribution obligations of the Company set forth herein shall be in addition to any liability or obligation the Company may otherwise have to any Indemnified Person.

The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (or any of their related Indemnified Persons referred to in Section 8 above) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages or liabilities which such Holder (and its related Indemnified Persons referred to in Section 8 above) has otherwise been required to pay or incur by reason of such untrue or alleged untrue statement or omission or alleged omission or other indemnified action or proceeding. Notwithstanding anything to the contrary contained herein, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective aggregate principal amount of Transfer Restricted Securities held by each of the Holders hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to use its commercially reasonable efforts to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

(a) No Inconsistent Agreements. The Company will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof.

(b) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(b)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

(c) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Company:

Tenet Healthcare Corporation
3820 State Street
Santa Barbara, California 93105
Telecopier No.: (805) 563-7070
Attention: General Counsel

With a copy to:

Sullivan & Cromwell
1888 Century Park East, Suite 2100
Los Angeles, California 90067
Telecopier No.: (310) 712-8800
Attention: Steven B. Stokdyk

All such notices and communications 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 on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and

holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		TENET HEALTHCARE CORPORATION
		BY		/S/ STEPHEN D. FARBER
				NAME: STEPHEN D. FARBER TITLE: SENIOR VICE PRESIDENT AND TREASURER

CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
BY:		SALOMON SMITH BARNEY INC.
BY		/S/ RICHARD LANDGARTEN
		NAME: RICHARD LANDGARTEN TITLE: DIRECTOR
		For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement.

EXHIBIT A

NOTICE OF FILING OF
EXCHANGE OFFER REGISTRATION STATEMENT

To:		Credit Suisse Fist Boston Corporation Salomon Smith Barney Inc. J.P. Morgan Securities Inc. c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Attention: Fax:
From:		Tenet Healthcare Corporation 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031
Date:		, 20

For your information only (NO ACTION REQUIRED):

Today, , 20 , [we filed an Exchange Registration Statement/a Shelf Registration Statement] with the Securities and Exchange Commission. We currently expect this registration statement to be declared effective within business days of the date hereof.

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Exhibit 4.5
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
EX-5.1 4 a2064673zex-5_1.htm EXHIBIT 5.1 Prepared by MERRILL CORPORATION
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Exhibit 5.1

Woodburn and Wedge
Sierra Plaza
6100 Neil Road, Suite 500
Reno, Nevada 89511-1149

November 29, 2001

Tenet Healthcare Corporation
3820 State Street
Santa Barbara, California 93105

Ladies and Gentlemen:

We have acted as special Nevada counsel to Tenet Healthcare Corporation, a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Act") of $550,000,000 principal amount of 5³/8% Senior Notes Due 2006, $1,000,000,000 principal amount of 6³/8% Senior Notes Due 2011 and $450,000,000 principal amount of 6⁷/8% Senior Notes due 2031 (collectively, the "Securities") of the Company.

In connection with this opinion we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Company's registration statement on Form S-4, filed on November 29, 2001 (the "Registration Statement"), relating to the Securities,

(ii) an executed copy of the Indenture, dated as of November 6, 2001 (the "Indenture"), between the Company and The Bank of New York, as trustee,

(iii) the Restated Articles of Incorporation, as amended, of the Company, as presently in effect,

(iv) the Restated Bylaws of the Company, as presently in effect, and

(v) certain resolutions of the Board of Directors of the Company relating to the issuance and exchange of the Securities, the filing of the Registration Statement and related matters.

We have also examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other 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, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also 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 we did not independently establish or verify, we have relied upon oral and written statements and representations of officers and other representatives of the Company and others.

Members of our firm are admitted to the practice of law in the State of Nevada and we express no opinion as to the laws of any other jurisdiction other than the laws of the State of Nevada to the extent specifically referred to herein and the Federal laws of the United States and the laws of the State of New York to the extent described in the second full paragraph below.

Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. the Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada;

2. the Indenture has been duly authorized, executed and delivered by the Company; and

3. when the Registration Statement has become effective under the Act and the Securities have been duly executed and authenticated in accordance with the Indenture and issued and delivered as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

The opinions herein are limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated. We disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter, or as a result of changes in any of the statutory or decisional law after the date of this opinion letter. This opinion is limited to the effect of the Federal laws of the United States and the laws of the States of Nevada and New York. With respect to all matters of Federal and New York laws, we have relied upon the opinion, dated the date hereof, of Sullivan & Cromwell, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell.

This opinion is being delivered to you for your use only in connection with the filing of the Registration Statement and may not be relied upon by any person other than you and the law firm of Sullivan & Cromwell in connection with the opinion to be submitted by such firm. This opinion may not be quoted or used in whole or in part for any other purpose and it, and any copies, abstracted or portions thereof, may not be delivered to any other person without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of the Notes" in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.


		Very truly yours,
		WOODBURN and WEDGE
		By		/s/ Kirk S. Schumacher Kirk S. Schumacher, Esq.

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Exhibit 5.1
EX-5.2 5 a2064673zex-5_2.htm EXHIBIT 5.2 Prepared by MERRILL CORPORATION
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Exhibit 5.2

Sullivan & Cromwell
1888 Century Park East
Los Angeles, California 90067-1725

November 29, 2001

Tenet Healthcare Corporation,
3820 State Street,
Santa Barbara, California 93105.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the "Act") of $550,000,000 principal amount of 5³/8% Senior Notes Due 2006, $1,000,000,000 principal amount of 6³/8% Senior Notes Due 2011 and $450,000,000 principal amount of 6⁷/8% Senior Notes due 2031 (collectively, the "Securities") of Tenet Healthcare Corporation, a Nevada corporation (the "Company"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act and the Securities have been duly executed and authenticated in accordance with the indenture, dated as of November 6, 2001 (as supplemented, the "Indenture"), between the Company and The Bank of New York, as Trustee, and issued and delivered as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Nevada and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Nevada law, we have relied upon the opinion, dated the date hereof, of Woodburn and Wedge, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Woodburn and Wedge.

Also, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of the Notes" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

		Very truly yours,
		/s/ Sullivan & Cromwell

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Exhibit 5.2
EX-12.1 6 a2064673zex-12_1.htm EXHIBIT 12.1 Prepared by MERRILL CORPORATION
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Exhibit 12.1

TENET HEALTHCARE CORPORATION
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

		Year Ended May 31,											Three Months Ended August 31,
		1997		1998		1999			2000		2001		2000			2001
Income from continuing operations before income taxes		$	26	$	647	$	474		$	618	$	1,142	$	257		$	382
Less: Equity in earnings of unconsolidated affiliates			1		5		(3	)		8		11		2			2
Add:
	Cash dividends received from unconsolidated affiliates		5		4		4			8		4		(1	)		1
	Portion of rents representative of interest		79		89		91			90		74		19			19
	Interest, net of capitalized portion		417		464		485			479		456		123			97
	Amortization of previously capitalized interest		4		5		5			6		6		2			2

Income, as adjusted			530		1,204		1,062			1,193		1,671		398			499

Fixed charges:
Interest, net of capitalized portion			417		464		485			479		456		123			97
Capitalized interest			12		16		20			29		8		2			3
Portion of rents representative of interest			79		89		91			90		74		19			19

Total fixed charges		$	508	$	569	$	596		$	598	$	538	$	144		$	119

Ratio of earnings to fixed charges:			1.0x		2.1x		1.8x			2.0x		3.1x		2.8x			4.2x

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Exhibit 12.1
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-23.1 7 a2064673zex-23_1.htm EXHIBIT 23.1 Prepared by MERRILL CORPORATION
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Exhibit 23.1

Independent Auditors' Consent

The Board of Directors
Tenet Healthcare Corporation:

We consent to the use of our reports dated July 10, 2001, incorporated by reference in the Registration Statement on Form S-4 of Tenet Healthcare Corporation, relating to the consolidated balance sheets of Tenet Healthcare Corporation and subsidiaries as of May 31, 2001 and 2000, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the years in the three year period ended May 31, 2001, and the related schedule, and to the reference to our firm under the headings "Selected Financial Information" and "Experts" in the prospectus.

Our reports refer to a change in the method of accounting for start-up costs in fiscal 2000.

/s/ KPMG LLP

Los Angeles, California
November 28, 2001

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Exhibit 23.1
Independent Auditors' Consent
EX-25.1 8 a2064673zex-25_1.htm EXHIBIT 25.1 Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York		13-5160382
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

TENET HEALTHCARE CORPORATION
(Exact name of obligor as specified in its charter)

Nevada		95-2557091
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
3820 State Street Santa Barbara, California		93105
(Address of principal executive offices)		(Zip code)

5³/8% Senior Notes due 2006
6³/8% Senior Notes due 2011
6⁷/8% Senior Notes due 2031
(Title of the indenture securities)

1.

General information. Furnish the following information as to the Trustee:

(a): Name and address of each examining or supervising authority to which it is subject.

Name		Address
Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation		Washington, D.C. 20429
New York Clearing House Association		New York, New York 10005

(b): Whether it is authorized to exercise corporate trust powers.

Yes.

2.: Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.: List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.: A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4.: A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)
6.: The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.: A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 20th day of November, 2001.

		THE BANK OF NEW YORK
		By:		/s/ MICHAEL PITFICK Name: MICHAEL PITFICK Title: ASSISTANT TREASURER

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	2,811,275
	Interest-bearing balances		3,133,222
Securities:
	Held-to-maturity securities		147,185
	Available-for-sale securities		5,403,923
Federal funds sold and Securities purchased under agreements to resell			3,378,526
Loans and lease financing receivables:
	Loans and leases held for sale		74,702
	Loans and leases, net of unearned income		37,471,621
	LESS: Allowance for loan and lease losses		599,061
	Loans and leases, net of unearned income and allowance		36,872,560
Trading Assets			11,757,036
Premises and fixed assets (including capitalized leases)			768,795
Other real estate owned			1,078
Investments in unconsolidated subsidiaries and associated companies			193,126
Customers' liability to this bank on acceptances outstanding			592,118
Intangible assets
	Goodwill		1,300,295
	Other intangible assets		122,143
Other assets			3,676,375

Total assets		$	70,232,359

LIABILITIES
Deposits:
	In domestic offices	$	25,962,242
	Noninterest-bearing		10,586,346
	Interest-bearing		15,395,896
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,862,377
	Noninterest-bearing		373,085
	Interest-bearing		24,489,292
Federal funds purchased and securities sold under agreements to repurchase			1,446,874
Trading liabilities			2,373,361
Other borrowed money:
	(includes mortgage indebtedness and obligations under capitalized leases)		1,381,512
Bank's liability on acceptances executed and outstanding			592,804
Subordinated notes and debentures			1,646,000
Other liabilities			5,373,065

Total liabilities		$	63,658,235

EQUITY CAPITAL
Common stock			1,135,284
Surplus			1,008,773
Retained earnings			4,426,033
Accumulated other comprehensive income			4,034
Other equity capital components			0
Total equity capital			6,574,124

Total liabilities and equity capital		$	70,232,359

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

		Thomas J. Mastro,
		Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith

Directors

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SIGNATURE
Exhibit 7
Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,
EX-99.1 9 a2064673zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION

Ex. 99.1

LETTER OF TRANSMITTAL

TO TENDER
5³/8% SENIOR NOTES DUE 2006
6³/8% SENIOR NOTES DUE 2011
6³/8% SENIOR NOTES DUE 2031
OF

TENET HEALTHCARE CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 2002

THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED AS TO ONE OR MORE SERIES.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFERS IS:

THE BANK OF NEW YORK

BY FACSIMILE FOR ELIGIBLE INSTITUTIONS:		BY MAIL/OVERNIGHT COURIER/HAND:
(212) 235-2261 Attention: Mr. Santino Ginocchietti		The Bank of New York Reorganization Unit 15 Broad Street, 16th Floor
CONFIRM BY TELEPHONE: (212) 235-2363		New York, New York 10286 Attention: Mr. Santino Ginocchietti

Transmission of this letter of transmittal via facsimile to a number other than as set forth above or delivery of this letter of transmittal to an address other than as set forth above will not constitute a valid delivery.

You should carefully read the instructions contained in this letter of transmittal before completing it. Certain terms used but not defined herein shall have the same meaning given them in the prospectus (as defined below).

This letter of transmittal is to be completed by holders of old notes (as defined below) if either (1) old notes are to be forwarded herewith or (2) tenders of old notes are to be made by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth under "The Exchange Offers—Procedures for Tendering" in the prospectus and an agent's message (as defined below) is not delivered.

Holders of old notes whose certificates for old notes are not immediately available or who cannot deliver their certificates and all other required documents to the exchange agent or complete the procedures for book-entry transfer prior to the expiration time (as defined in the prospectus) with respect to the series of old notes being tendered must tender their old notes according to the guaranteed delivery procedures set forth in "The Exchange Offers—Procedures for Tendering" in the prospectus.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.


DESCRIPTION OF OLD NOTES TENDERED

NAME AND ADDRESS OF REGISTERED HOLDER (PLEASE FILL IN IF BLANK)	CERTIFICATE NUMBERS*	AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES	PRINCIPAL AMOUNT AND SERIES OF OLD NOTES TENDERED**	NUMBER OF BENEFICIAL HOLDERS FOR WHICH OLD NOTES ARE HELD

		$	$




	TOTAL AMOUNT TENDERED:	$	$

*: Need not be completed by book-entry holders.
**: Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the old notes of each series held by it. Old notes tendered hereby must be in denominations of principal amount of $1,000 or any integral multiple of $1,000.

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (defined in instruction 1) ONLY

/ /

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNTS MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s):__________________________________________________________________

DTC Account Number(s):_____________________________________________________________________

Transaction Code Number:_____________________________________________________________________

/ /

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder:___________________________________________________________________

Window Ticket Number (if any):________________________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_____________________________________________

Name of Institution which Guaranteed Delivery:__________________________________________________

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:_________________________________________________________________

DTC Account Number(s):_____________________________________________________________________

Transaction Code Number:_____________________________________________________________________

/ /		CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OR UNTENDERED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER(S) SET FORTH ABOVE.
/ /		CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:_______________________________________________________________________________________

Address:_____________________________________________________________________________________

Area Code and Telephone Number:_____________________________________________________________

Ladies and Gentlemen:

The undersigned hereby tenders to Tenet Healthcare Corporation, a Nevada corporation (the "Company"), the above-described principal amount of the Company's 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and/or 6⁷/8% Senior Notes due 2031 (the "old notes") in exchange for a like aggregate principal amount of the Company's 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and/or 6⁷/8% Senior Notes due 2031 (the "new notes" and together with the old notes, the "notes"), which have been registered under the Securities Act of 1933 (the "Securities Act"), upon the terms and subject to the conditions set forth in the prospectus dated , 2002 (as the same may be amended or supplemented from time to time, the "prospectus"), receipt of which is acknowledged, and in this letter of transmittal (which, together with the prospectus, constitutes as to each series an "exchange offer").

Subject to and effective upon the acceptance for exchange of all or any portion of the old notes tendered herewith in accordance with the terms and conditions of the exchange offers (including, if an exchange offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such old notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as agent of the Company in connection with the exchange offers) with respect to the tendered old notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates for old notes together with all accompanying evidences of transfer and authenticity to or upon the order of the Company, upon receipt by the exchange agent, as the undersigned's agent, of the new notes to be issued in exchange for such old notes, (2) present certificates for such old notes for transfer, and transfer the old notes on the books of the Company, and (3) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such old notes,all in accordance with the terms and conditions of the exchange offers.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the old notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the old notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the exchange agent to be necessary or desirable to complete the exchange, assignment and transfer of the old notes tendered hereby, and the undersigned will comply with any obligations it may have under the exchange and registration rights agreement (as described in the prospectus). The undersigned has read and agrees to all of the terms of the exchange offers.

The name and address of the registered holder of the old notes tendered hereby have been printed above, if they are not already set forth above, as they appear on the certificates representing such old notes. The certificate numbers, the principal amount and the series of the old notes that the undersigned wishes to tender have also been indicated in the appropriate columns above.

If any tendered old notes are not exchanged pursuant to the exchange offer for any reason, or if certificates are submitted for more old notes than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered old notes will be returned (or, in the case of old notes tendered by book-entry transfer, such old notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the applicable exchange offer.

The undersigned understands that tenders of old notes pursuant to any one of the procedures described under "The Exchange Offers—Procedures for Tendering" in the prospectus and in the instructions herein will, upon the Company's acceptance for exchange of such tendered old notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the exchange offer relating to the series of notes tendered. The undersigned recognizes that, under certain circumstances set forth in the prospectus, the Company may not be required to accept for exchange any of the old notes tendered hereby.

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the new notes be issued in the name of the undersigned or, in the case of a book-entry transfer of old notes, that such new notes be credited to the appropriate account indicated above maintained at DTC. If applicable, substitute certificates representing old notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of old notes, will be credited to the appropriate account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions" below, please deliver new notes to the undersigned at the address shown below the undersigned's signature.

By tendering old notes and executing this letter of transmittal, the undersigned hereby represents and agrees that (1) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, (2) any new notes to be received by the undersigned are being acquired in the ordinary course of its business, (3) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of new notes to be received in the exchange offer, and (4) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such new notes. By tendering old notes pursuant to the exchange offer and executing this letter of transmittal, a holder of old notes which is a broker-dealer represents and agrees, consistent with certain interpretative letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (1) such old notes held by the broker-dealer are held only as a nominee, or (2) such old notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such new notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act).

The Company has agreed that, subject to the provisions of the exchange and registration rights agreement, the prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes, where such old notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the expiration date of the applicable exchange offer (subject to extension under certain limited circumstances described in the prospectus) or, if earlier, when all such new notes have been disposed of by such broker-dealer. In that regard, each broker-dealer who acquired old notes for its own account as a result of market-making or other trading activities, by tendering such old notes and executing this letter of transmittal, agrees that, upon receipt of notice from the Company of (1) the existence of any fact or the happening of any event that makes any statement of a material fact made in the prospectus, the registration statement in which it is contained (the "registration statement"), any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the prospectus or registration statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (2) the occurrence of certain other events specified in the exchange and registration rights agreement, such broker-dealer will suspend the sale of new notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer or the Company has given notice that the sale of the new notes may be resumed and such broker-dealer has received copies of additional filings incorporated by reference in the prospectus, as the case may be. If the Company gives notice to suspend the sale of the new notes, it shall extend the 180-day period referred to above during which such broker-dealer is entitled to use the prospectus in connection with the resale of new notes by the number of days during the period from and including the date of the giving of such notice to and including the date such broker-dealer shall have received copies of the amended or supplemented prospectus necessary to permit resales of the new notes or to and including the date on which the Company has given notice that the sale of new notes may be resumed, as the case may be.

Holders whose old notes are accepted for exchange will not receive interest payments on such old notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on such old notes prior to the original issue date of the new notes or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such old notes, and the undersigned waives the right to receive any interest on such old notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for, from and after November 6, 2001.

All authority herein conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the prospectus, this tender is irrevocable.

HOLDERS SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6;
SIGNATURE MUST BE GUARANTEED BELOW IF REQUIRED BY INSTRUCTION 2)

Must be signed by registered holder exactly as name appears on certificates for the old notes hereby tendered or on a security position listing, or by any person authorized to become the registered holder by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company or the exchange agent to comply with the restrictions on transfer applicable to the old notes). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signatory's full title. See instruction 5.

________________________________________________________________________________________________

Signature(s)

Name(s)_____________________________________________________________________________________

________________________________________________________________________________________________

(Please print)

Taxpayer Identification or Social Security Number(s)______________________________________________

Capacity (full title), if signing in a
fiduciary or representative capacity______________________________________________________________

________________________________________________________________________________________________

Telephone (Include area code)_________________________________________________________________

Address (Include zip code)_____________________________________________________________________

________________________________________________________________________________________________

Date________________________________________________________________________________________

GUARANTEE OF SIGNATURE
(SEE INSTRUCTIONS 2 AND 5)

Name of Firm________________________________________________________________________________

Authorized Signature__________________________________________________________________________

Title________________________________________________________________________________________

Telephone Number
(Include area code)___________________________________________________________________________

Address (Include zip code)_____________________________________________________________________

________________________________________________________________________________________________

Date________________________________________________________________________________________

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)

To be completed ONLY if the new notes and/or any old notes that are not tendered are to be issued in the name of someone other than the registered holder of the old notes whose name appears above.

Issue:

/ / New notes

/ / Old notes not tendered

to:

Name
		(Please print)
Telephone
		(Include area code)
Address



		(Include zip code)

		Taxpayer Identification or Social Security Number

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)

To be completed ONLY if the new notes and/or any old notes that are not tendered are to be sent to someone other than the registered holder of the old notes whose name appears above, or to such registered holder at an address other than that shown above.

Mail:

/ / New notes

/ / Old notes not tendered

to:

Name
		(Please print)
Telephone
		(Include area code)
Address



		(Include zip code)

		Taxpayer Identification or Social Security Number

INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS)

1. Delivery of letters of transmittal and certificates; guaranteed delivery procedures. This letter of transmittal is to be completed if either (a) certificates for old notes are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under "The Exchange Offers—Procedures for Tendering" in the prospectus and an agent's message is not delivered. Certificates, or book-entry confirmation of a book-entry transfer of old notes into the applicable exchange agent's account at DTC, as well as this letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter of transmittal, must be received by the applicable exchange agent at its number or address set forth on the cover page of this letter of transmittal prior to the expiration time relating to the series of old notes being tendered. Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this letter of transmittal. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of old notes into the applicable exchange agent's account at DTC. The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering holder, which acknowledgment states that such holder has received and agrees to be bound by this letter of transmittal (including the representations contained herein) and that the Company may enforce the letter of transmittal against such holder. Old notes may be tendered in a principal amount of $1,000 and integral multiples of $1,000.

Holders who wish to tender their old notes and (1) whose old notes are not immediately available or (2) who cannot deliver their old notes, this letter of transmittal and all other required documents to the exchange agent prior to the applicable expiration time or (3) who cannot complete the procedures for delivery by book-entry transfer prior to the applicable expiration time, may tender their old notes by properly completing and duly executing a notice of guaranteed delivery pursuant to the guaranteed delivery procedures set forth under "The Exchange Offers—Procedures for Tendering" in the prospectus. Pursuant to such procedures: (1) such tender must be made by or through an eligible institution (as defined below); (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by the Company, must be received by the exchange agent prior to the applicable expiration time; and (3) the certificates (or a book-entry confirmation) representing all tendered old notes, in proper form for transfer, together with a letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agent's message in lieu of the letter of transmittal, and any other documents required by this letter of transmittal, must be received by the exchange agent within three New York Stock Exchange, Inc. trading days after the applicable expiration time, all as provided in "The Exchange Offers—Procedures for Tendering" in the prospectus.

The notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the exchange agent, and must include a guarantee by an eligible institution in the form set forth in such notice. As used herein and in the prospectus, "eligible institution" means an "eligible guarantor institution" meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other "signature guarantee program" as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

The method of delivery of certificates, this letter of transmittal and all other required documents is at the option and sole risk of the tendering holder and delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure delivery prior to the expiration time for the exchange offer relating to the old notes being tendered.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of signatures. No signature guarantee on this letter of transmittal is required if:

•: this letter of transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the old notes) of old notes tendered herewith, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or
•: old notes are tendered for the account of a firm that is an eligible institution.

In all other cases, an eligible institution must guarantee the signature on this letter of transmittal. See instruction 5.

3. Inadequate space. If the space provided in the box captioned "Description of Old Notes Tendered" is inadequate, the certificate numbers, the principal amount and the series of old notes and any other required information should be listed on a separate signed schedule which is attached to this letter of transmittal.

4. Partial tenders and withdrawal rights. Tenders of old notes will be accepted only in the principal amount of $1,000 and integral multiples of $1,000. If less than all the old notes evidenced by any certificate submitted are to be tendered, fill in the principal amount and series of old notes which are to be tendered under the column entitled "Principal Amount and Series of Old Notes Tendered." In such case, a new certificate for the remainder of the old notes that were evidenced by the old certificate will be sent to the holder of the old notes promptly after the expiration time for the exchange offer relating to the series of old notes tendered unless the appropriate boxes on this letter of transmittal are completed. All old notes represented by certificates delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of old notes may be withdrawn at any time prior to the applicable expiration time. In order for a withdrawal to be effective, a written or facsimile transmission of such notice of withdrawal must be received by the exchange agent at its number or address set forth on the cover page of this letter of transmittal prior to such time. Any such notice of withdrawal must specify the name of the person who tendered the old notes to be withdrawn, the aggregate principal amount and series of old notes to be withdrawn, and (if certificates for old notes have been tendered) the certificate number and the name of the registered holder of the old notes as set forth on the certificates for the old notes, if different from that of the person who tendered such old notes. Any such notice must also contain a statement that the tendering holder is withdrawing its election to have the old notes exchanged and be signed in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees. If certificates for the old notes have been delivered or otherwise identified to the exchange agent, then prior to the physical release of such certificates for the old notes, the tendering holder must submit the serial numbers shown on the particular certificates for the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. If old notes have been tendered pursuant to the procedures for book-entry transfer set forth under "The Exchange Offers—Procedures for Tendering" in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of old notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written or facsimile transmission prior to the applicable expiration time. Withdrawals of tenders of old notes may not be rescinded and old notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offers, but may be retendered at any subsequent time prior to the expiration time relating to the series being retendered by following any of the procedures described in the prospectus under "The Exchange Offers—Procedures for Tendering."

The Company will determine all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices in its sole discretion and its determination shall be final and binding on all parties. The Company, any of its affiliates or assigns, the exchange agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any old notes which have been tendered but which are timely withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal.

5. Signatures on letter of transmittal; assignments and endorsements. If this letter of transmittal is signed by the registered holder of the old notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the old notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal. If any tendered old notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal (or facsimiles thereof) as there are different registrations of certificates. If this letter of transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons' authority to so act.

When this letter of transmittal is signed by the registered holder of the old notes listed and transmitted hereby, no endorsement of certificates or separate bond powers are required unless new notes are to be issued in the name of a person other than the registered holder. Signatures on such certificates or bond powers must be guaranteed by an eligible institution. If this letter of transmittal is signed by a person other than the registered holder of the old notes listed, the certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name of the registered holder appears on the certificates, and also must be accompanied by

such opinions of counsel, certifications and other information as the Company or the exchange agent may require in accordance with the restrictions on transfer applicable to the old notes. Signatures on such certificates or bond powers must be guaranteed by an eligible institution.

6. Special issuance and delivery instructions. If new notes are to be issued in the name of a person other than the registered holder, or if new notes are to be sent to someone other than the registered holder or to an address other than that shown above, the appropriate boxes in this letter of transmittal should be completed. Certificates for old notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC unless the appropriate boxes in this letter of transmittal are completed. See instruction 4.

7. Irregularities. The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of old notes and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders it determines not to be in proper form or the acceptance of or exchange for which may, in the view of its counsel, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the exchange offers set forth in the prospectus under "The Exchange Offers—Conditions to the Exchange Offers" or any conditions or irregularities in any tender of old notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the exchange offer (including this letter of transmittal and the instructions hereto) will be final and binding. No tender of old notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Company, any of its affiliates or assigns, the exchange agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. Questions, requests for assistance and additional copies. Questions and requests for assistance may be directed to the exchange agent at the specified number or address set forth on the back cover of the prospectus. Additional copies of the prospectus, the notice of guaranteed delivery and the letter of transmittal may be obtained from the exchange agent or from the holder's broker, dealer, commercial bank, trust company or other nominee.

9. Lost, destroyed or stolen certificates. If any certificates representing old notes have been lost, destroyed or stolen, the holder should promptly notify the trustee for the notes. The holder will then be instructed as to the steps that must be taken in order to replace the certificates. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

10. Security transfer taxes. Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, new notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offers, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Important: This letter of transmittal (or facsimile thereof) and all other required documents must be received by the exchange agent prior to the expiration time relating to the series of old notes being tendered.

EX-99.2 10 a2064673zex-99_2.htm EXHIBIT 99.2 Prepared by MERRILL CORPORATION
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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF

5³/8% SENIOR NOTES DUE 2006
6³/8% SENIOR NOTES DUE 2011
6⁷/8% SENIOR NOTES DUE 2031

OF

TENET HEALTHCARE CORPORATION

PURSUANT TO THE PROSPECTUS DATED , 2002

THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED AS TO ONE OR MORE SERIES.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFERS IS:

THE BANK OF NEW YORK

BY FACSIMILE FOR ELIGIBLE INSTITUTIONS: (212) 235-2261 Attention: Mr. Santino Ginocchietti		BY MAIL/OVERNIGHT COURIER/HAND: The Bank of New York Reorganization Unit
		15 Broad Street, 16th Floor
CONFIRM BY TELEPHONE: (212) 235-2363		New York, New York 10286 Attention: Mr. Santino Ginocchietti

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offers (as defined below) if (1) certificates for Tenet Healthcare Corporation's 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031 (the "old notes") are not immediately available, (2) old notes, the letter of transmittal and all other required documents cannot be delivered to the exchange agent prior to the expiration time (as defined in the prospectus referred to below) applicable to the series being tendered or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the applicable expiration time. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the exchange agent prior to the applicable expiration time. See "The Exchange Offers--Procedures for Tendering' in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an "eligible institution" is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Tenet Healthcare Corporation, a Nevada corporation, upon the terms and subject to the conditions set forth in the prospectus dated , 2002 (as it may be amended or supplemented from time to time, the "prospectus") and the related letter of transmittal (which together constitute as to each series an "exchange offer"), receipt of which is hereby acknowledged, the aggregate principal amount of the series of old notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offers—Procedures for Tendering—Guaranteed Delivery."

_____________________________________________
_____________________________________________
_____________________________________________ Aggregate Principal Amount and Series Tendered				_____________________________________________ Signature
_____________________________________________ Certificate Numbers (If available)				_____________________________________________ Name of Registered Holder
_____________________________________________ DTC Account Number(s) (If tendering by book-entry transfer)				_____________________________________________ Telephone Number (Include area code)
				_____________________________________________
				_____________________________________________
_____________________________________________ Date				_____________________________________________ Address (Include zip code)

GUARANTEE OF DELIVERY
(THIS SECTION MUST BE COMPLETED; NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, an "eligible guarantor institution" meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other "signature guarantee program" as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the exchange agent, at its number or address set forth above, either the old notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such old notes to the applicable exchange agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the prospectus, in either case together with one or more properly completed and duly executed letters of transmittal (or facsimile thereof), or an agent's message (as defined in the prospectus), and any other required documents prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. trading date after the expiration time relating to the series of notes being tendered.

The undersigned acknowledges that it must deliver the letters of transmittal, or an agent's message, and the old notes tendered hereby, or a book-entry confirmation, to the exchange agent within the time period set forth above and that failure to do so could result in financial loss to the undersigned.

_____________________________________________ Name of Firm				_____________________________________________ Authorized Signature
_____________________________________________ Telephone Number (Include area code)				_____________________________________________ Title
_____________________________________________
_____________________________________________
_____________________________________________ Address (Include zip code)				_____________________________________________ Date

Do not send old notes with this notice of guaranteed delivery. Actual surrender of old notes must be made pursuant to, and be accompanied by, a properly completed and duly executed letter of transmittal, or an agent's message, and any other required documents.

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
EX-99.3 11 a2064673zex-99_3.htm EXHIBIT 99.3 Prepared by MERRILL CORPORATION
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Exhibit 99.3

TENET HEALTHCARE CORPORATION

Offer to exchange its 5³/8% Senior Notes due 2006, which have been registered under the Securities Act of 1933, for any and all of its outstanding 5³/8% Senior Notes due 2006

Offer to exchange its 6³/8% Senior Notes due 2011, which have been registered under the Securities Act of 1933, for any and all of its outstanding 6³/8% Senior Notes due 2011

Offer to exchange its 6⁷/8% Senior Notes due 2031, which have been registered under the Securities Act of 1933, for any and all of its outstanding 6⁷/8% Senior Notes due 2031

THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2002, UNLESS EXTENDED AS TO ONE OR MORE SERIES.

, 2002

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We are offering, upon the terms and subject to the conditions set forth in the prospectus dated , 2002 (the "prospectus") and the accompanying letter of transmittal enclosed herewith (which together constitute as to each series an "exchange offer"), to exchange up to $550,000,000 aggregate principal amount of our new 5³/8% Senior Notes due 2006, $1,000,000,000 aggregate principal amount of our new 6³/8% Senior Notes due 2011, and $450,000,000 aggregate principal amount of our new 6⁷/8% Senior Notes due 2031, each of which have been registered under the Securities Act of 1933 (the "new notes"), for any and all of our outstanding 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031, respectively (the "old notes"). As set forth in the prospectus, the terms of the new notes are identical in all material respects to the old notes, except that the new notes have been registered under the Securities Act and therefore will not be subject to certain restrictions on their transfer and will not contain certain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the exchange and registration rights agreement described in the prospectus. Old notes may be tendered in a principal amount of $1,000 and integral multiples of $1,000.

The exchange offers are subject to certain conditions. See "The Exchange Offers—Conditions to the Exchange Offers" in the prospectus.

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1.: the prospectus, dated , 2002;
2.: the letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender old notes);
3.: a form of letter which may be sent to your clients for whose accounts you hold old notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer; and
4.: a notice of guaranteed delivery.

Your prompt action is requested. Please note the exchange offers will expire at 5:00 P.M., New York City time, on , 2002, unless extended as to one or more series. Please furnish copies of the enclosed materials to those of your clients for whom you hold old notes registered in your name or in the name of your nominee as quickly as possible.

In all cases, exchanges of old notes pursuant to the exchange offers will be made only after timely receipt by the exchange agent (as defined in the prospectus) of (a) certificates representing such old notes, or a book-entry confirmation (as defined in the prospectus), as the case may be, (b) the letter of transmittal (or facsimile thereof), properly completed and duly executed, or an agent's message (as defined in the prospectus), and (c) any other required documents.

Holders who wish to tender their old notes and (1) whose old notes are not immediately available or (2) who cannot deliver their old notes, the letter of transmittal or an agent's message and any other documents required by the letter of transmittal to the exchange agent prior to 5:00 P.M., New York City time, on , 2002 (unless extended) must tender their old notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offers—Procedures for Tendering—Guaranteed Delivery" in the prospectus.

We are not making the exchange offers to, nor will we accept tenders from or on behalf of, holders of old notes residing in any jurisdiction in which the making of the exchange offers or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the exchange offers. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of old notes to us, except as otherwise provided in instruction 10 of the letter of transmittal.

Questions and requests for assistance with respect to the exchange offers or for copies of the prospectus and letter of transmittal may be directed to the exchange agent at its numbers and address set forth in the prospectus.

		Very truly yours,
		TENET HEALTHCARE CORPORATION

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person our agent or the agent of any of our affiliates, or authorize you or any other person to make any statements or use any document on behalf of any of us in connection with the exchange offer other than the enclosed documents and the statements contained therein.

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Exhibit 99.3

LETTER TO BROKERS
EX-99.4 12 a2064673zex-99_4.htm EXHIBIT 99.4 Prepared by MERRILL CORPORATION
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Exhibit 99.4

TENET HEALTHCARE CORPORATION

Offer to exchange its 5³/8% Senior Notes due 2006, which have been registered under the Securities Act of 1933, for any and all of its outstanding 5³/8% Senior Notes due 2006

Offer to exchange its 6³/8% Senior Notes due 2011, which have been registered under the Securities Act of 1933, for any and all of its outstanding 6 ³/8% Senior Notes due 2011

Offer to exchange its 6⁷/8% Senior Notes due 2031, which have been registered under the Securities Act of 1933, for any and all of its outstanding 6⁷/8% Senior Notes due 2031

THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED AS TO ONE OR MORE SERIES.

, 2002

To Our Clients:

Enclosed for your consideration is a prospectus dated , 2002 (the "prospectus") and the accompanying letter of transmittal (which together constitute as to each series an "exchange offer") relating to the offer by Tenet Healthcare Corporation to exchange up to $550,000,000 aggregate principal amount of its new 5³/8% Senior Notes due 2006, $1,000,000,000 aggregate principal amount of its new 6³/8% Senior Notes due 2011, and $450,000,000 aggregate principal amount of its new 6⁷/8% Senior Notes due 2031, each of which have been registered under the Securities Act of 1933 (the "new notes"), for any and all of its outstanding 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031, respectively (the "old notes"). As set forth in the prospectus, the terms of the new notes are identical in all material respects to the old notes, except that the new notes have been registered under the Securities Act and therefore will not be subject to certain restrictions on their transfer and will not contain certain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the exchange and registration rights agreement described in the prospectus. Old notes may be tendered in a principal amount of $1,000 and integral multiples of $1,000.

We are forwarding the enclosed material to you as the beneficial owner of old notes held by us for your account or benefit but not registered in your name. Only we may tender old notes in the exchange offer as the registered holder, if you so instruct us. Therefore, Tenet Healthcare Corporation urges beneficial owners of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange old notes in the exchange offers.

Accordingly, we request instructions as to whether you wish us to exchange any or all old notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and letter of transmittal. We urge you to read carefully the prospectus and letter of transmittal before instructing us to exchange your old notes.

You should forward instructions to us as promptly as possible in order to permit us to exchange old notes on your behalf before the exchange offers expire at 5:00 P.M., New York City time, on , 2002, unless extended as to one or more series. A tender of old notes of a series may be withdrawn at any time prior to the applicable expiration time, which is 5:00 P.M., New York City time, on , 2002 or the latest time to which the exchange offer relating to such series is extended.

We call your attention to the following:

1.: The exchange offers are for the exchange of $1,000 principal amount of new notes for each $1,000 principal amount of old notes. $2,000,000,000 aggregate principal amount of the old notes was outstanding as of , 2001.

2.: The exchange offers are subject to certain conditions. See "The Exchange Offers—Conditions to the Exchange Offers" in the prospectus.
3.: Tenet Healthcare Corporation has agreed to pay certain of the expenses of the exchange offers. It will pay any transfer taxes incident to the transfer of old notes from the tendering holder to Tenet Healthcare Corporation, except as provided in the prospectus and the letter of transmittal. See "The Exchange Offers—Fees and Expenses" in the prospectus and instruction 10 of the letter of transmittal.

Tenet Healthcare Corporation is not making the exchange offers to, nor will it accept tenders from or on behalf of, holders of old notes residing in any jurisdiction in which the making of the exchange offers or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

If you wish us to tender any or all of your old notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying letter of transmittal is furnished to you for informational purposes only and may NOT be used by you to exchange old notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the exchange offers of Tenet Healthcare Corporation.

This will instruct you to tender for exchange the aggregate principal amount of the series of old notes indicated below (or, if no aggregate principal amount is indicated below, all old notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.


Aggregate principal amount of old notes to be tendered for exchange:*
$ ____________________________	5³/8% Senior Notes due 2006
$ ____________________________	6³/8% Senior Notes due 2011
$ ____________________________	6⁷/8% Senior Notes due 2031

*I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of old notes in the space above, all old notes at each series held by you for my (our) account will be tendered for exchange.

_________________________________________________________ Signature(s)				_________________________________________________________
_________________________________________________________ Name(s) (Please print)				_________________________________________________________
_________________________________________________________ Taxpayer Identification or Social Security Number(s)				_________________________________________________________
_________________________________________________________ Capacity (full title), if signing in a fiduciary or representative capacity
_________________________________________________________ Telephone (Include area code)
_________________________________________________________
_________________________________________________________
_________________________________________________________ Address (Include zip code)
_________________________________________________________ Date

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Exhibit 99.4

LETTER TO CLIENT
INSTRUCTIONS
EX-99.5 13 a2064673zex-99_5.htm EXHIBIT 99.5 Prepared by MERRILL CORPORATION
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Exhibit 99.5

EXCHANGE AGENT AGREEMENT

The Bank of New York
20 Broad Street, Lower Level
New York, New York 10286
Attention: Corporate Trust Administration

Ladies and Gentlemen:

Tenet Healthcare Corporation, a Nevada corporation (the "Company"), proposes to make offers (as to each series, an "Exchange Offer") to exchange all of its outstanding 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031 (together, the "Old Securities") for its 5³/8% Senior Notes due 2006, 6³/8% Senior Notes due 2011 and 6⁷/8% Senior Notes due 2031, which have been registered under the Securities Act of 1933 (together, the "New Securities"). The terms and conditions of each Exchange Offer as currently contemplated are set forth in a prospectus, dated (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities".

The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to The Bank of New York.

The Exchange Offers are expected to be commenced by the Company on or about . The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offers and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.

The Exchange Offers shall expire at 5:00 p.m., New York City time, on or on such subsequent date or time to which the Company may extend any Exchange Offer (each, an "Expiration Time"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend any Exchange Offer from time to time and may extend any Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Time relating to such Exchange Offer.

The Company expressly reserves the right to amend or terminate any Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offers specified in the Prospectus under the caption "The Exchange Offers—Conditions to the Exchange Offers." The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offers" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

2. You will establish a book-entry account with respect to each series of the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offers within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old

Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into the respective account in accordance with the Book-Entry Transfer Facility's procedure for such transfer.

3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Old Securities have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offers exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

4. With the approval of the President, any Senior Vice President, any Executive Vice President, or any Vice President of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer, you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offers.

5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offers—Procedures for Tendering", and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this Section 5, Old Securities which the President, any Senior Vice President, any Executive Vice President, or any Vice President of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

6. You shall advise the Company with respect to any Old Securities received subsequent to the applicable Expiration Time and accept its instructions with respect to disposition of such Old Securities.

7. You shall accept tenders:

(a) in cases where the Old Securities are registered in two or more names only if signed by all named holders;

(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

(c) from persons other than the registered holder of Old Securities, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the registrar for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the applicable Exchange Offer.

8. Upon satisfaction or waiver of all of the conditions to an Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the applicable Expiration Time, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Securities for each $1,000 principal amount of the corresponding series

of Old Securities tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offers will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Securities only in denominations of $1,000 or any integral multiple thereof.

9. Tenders pursuant to the Exchange Offers are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offers may be withdrawn at any time prior to the Expiration Date.

10. The Company shall not be required to exchange any Old Securities tendered if any of the conditions relating to the Exchange Offers are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (if given orally, to be promptly confirmed in writing) by the Company to you.

11. If, pursuant to the Exchange Offers, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offers—Conditions to the Exchange Offers" or otherwise, you shall as soon as practicable after the expiration or termination of the applicable Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.

12. All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by first-class mail.

13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

14. As Exchange Agent hereunder you:

(a) shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement.

(b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between you and the Company;

(c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offers, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offers;

(d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you;

(e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed or presented by the proper person or persons;

(f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;

(g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;

(h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and

(i) shall not advise any person tendering Old Securities pursuant to the Exchange Offers as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities.

15. You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offers, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offers. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offers shall be directed to the Company, Attention: Richard B. Silver.

16. You shall advise by facsimile transmission Richard B. Silver, the Senior Vice President, Corporate Secretary and Assistant General Counsel of the Company (at the facsimile number (805) 563-7085), and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Time if requested) up to and including the Expiration Time, as to the number of Old Securities which have been tendered pursuant to the Exchange Offers and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Time of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Time the Company shall have received information in sufficient detail to enable it to decide whether to extend any Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted and deliver said list to the Company.

17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offers, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.

18. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. The provisions of this section shall survive the termination of this Agreement.

19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent.

20. The Company covenants and agrees to fully indemnify and hold you harmless against any and all loss, liability, cost or expense, including reasonable attorneys' fees and expenses, incurred without gross negligence or willful misconduct on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities. In each case, the Company shall be notified by you, by letter or facsimile transmission, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement.

21. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

22. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, the Company's check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

23. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.

24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

25. In case any provision of this Agreement 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.

26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.

27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

If to the Company:

Tenet Healthcare Corporation
3820 State Street
Santa Barbara, California 93105

Facsimile: (805) 563-7085
Attention: Richard B. Silver

If to the Exchange Agent:

The Bank of New York
20 Broad Street, Lower Level
New York, New York 10286

Facsimile: (212) 815-6339
Attention: Corporate Trust Administration

28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Time. Notwithstanding the foregoing, Sections 18 and 20 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement.

29. This Agreement shall be binding and effective as of the date hereof.

Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

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Exhibit 99.5
EXCHANGE AGENT AGREEMENT
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