TRIAD HOSPITALS, INC.
LETTER OF TRANSMITTAL
for Tender of all Outstanding
8 3/4% Senior Notes due 2009
in exchange for
8 3/4% Series B Senior Notes due 2009
Which Have Been Registered Under the Securities Act of 1933
Pursuant to the Prospectus dated ____, 2001
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ______, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED.
To: Citibank, N.A. (the "Exchange Agent")
By Registered or Certified By Hand: By Courier:
<S> <C> <C>
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Trust Window Corporate Trust Window Corporate Trust Window
111 Wall Street, 5th floor 111 Wall Street, 5th floor 111 Wall Street, 5th floor
New York, NY 10043 New York, NY 10043 New York, NY 10043
Facsimile for Eligible Institutions:
Attention: Customer Service
To Confirm by Telephone:
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated ____,
2001 (the "Prospectus") of Triad Hospitals, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal and the instructions hereto (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of each of its 8 3/4%
Series B Senior Notes due 2009 (the "Exchange Notes") that have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for each $1,000
principal amount of each of its outstanding 8 3/4% Senior Notes due 2009 (the
"Old Notes"), of which $600,000,000 aggregate principal amount is outstanding,
upon the terms and subject to the conditions set forth in the Prospectus. The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on _______,
2001, unless the Company, in its sole discretion, extends the Exchange Offer,
in which case the term shall mean the latest date and time to which the Exchange
Offer is extended by the Company. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if (i) certificates
representing Old Notes are to be physically delivered to the Exchange Agent
herewith by Holders, (ii) tender of Old Notes is 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 in "The Exchange
Offer--Procedures for Tendering" in the Prospectus by any financial institution
that is a participant in DTC and whose name appears on a security position
listing as the owner of Old Notes, or (iii) tender of Old Notes is to be made
according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." Delivery of this
Letter of Transmittal and any other required documents must be made to the
Exchange Agent. Delivery of documents to DTC does not constitute delivery to the
The term "Holder" as used herein means any person in whose name Old
Notes are registered on the books of the Company 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 wishes to deliver such Old
Notes by book-entry transfer through DTC.
All Holders who wish to tender their Old Notes must, prior to the
Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or
a facsimile thereof, to the Exchange Agent, in person or by mail or otherwise to
the address set forth above; and (2) tender (and not withdraw) his or her Old
Notes or, if a tender of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, confirm such book-entry
transfer (a "Book-Entry Confirmation"), in each case in accordance with the
procedures for tendering described in the Instructions to this Letter of
Transmittal. Holders whose certificates are not immediately available, or who
are unable to deliver their certificates or Book-Entry Confirmation and all
other documents required by this Letter of Transmittal to be delivered to the
Exchange Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. (See
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Old Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made promptly following the
Expiration Date. For the purposes of the Exchange Offer, the Company shall be
deemed to have accepted for exchange, validly tendered Old Notes when, as, and
if the Company has given oral or written notice thereof to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
Please read the entire Letter of Transmittal and the Prospectus
carefully before checking any box below. The instructions included in this
Letter of Transmittal must be followed. Questions and requests for assistance or
for additional copies of the Prospectus, this Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Exchange Agent. See
Instruction 11 herein.
Holders who wish to accept the Exchange Offer and tender their Old
Notes must complete this Letter of Transmittal in its entirety and comply with
all of its terms.
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the Certificate Numbers and Principal