ASSET SALE AGREEMENT

This Asset Sale Agreement (the Agreement) is made and entered into as of the 22nd day of August, 2003 (the Effective Date) by and among Health Point Physician Hospital Organization, Inc., a Tennessee corporation (HPPH), National Medical Hospital of Tullahoma, Inc., a Delaware corporation (NMHT), National Medical Hospital of Wilson County, Inc., a Delaware corporation (NMHWC), S.C. Management, Inc., a Washington corporation (SCM), Tenet HealthSystem Hospitals, Inc., a Delaware corporation (THH), Tenet HealthSystem Medical, Inc., a Delaware corporation (THM), Tenet Lebanon Surgery Center, L.L.C., a Tennessee limited liability company (TLS), Wilson County Management Services, Inc., a Tennessee corporation (WCM) (HPPH, NMHT, NMHWC, SCM, THH, THM, TLS and WCM are collectively referred to herein as Seller) and Health Management Associates, Inc., a Delaware corporation (Purchaser).

R E C I T A L S:

A. Seller (I) engages in the business of delivering acute care services to the public through the acute care hospitals identified on Schedule A-1 (the Acute Care Hospitals), (II) owns and operates certain medical office buildings incident to the operation of the Acute Care Hospitals as specifically identified on Schedule A-2 (the MOBs), and (III) owns and operates other healthcare businesses incident to the operation of the Acute Care Hospitals as specifically identified on Schedule A-3 (the Other Businesses).

B. THMs wholly-owned subsidiary, Three Rivers Healthcare, Inc., a Missouri corporation (TRH), (I) engages in the business of delivering acute care services to the public through the acute care hospitals known as Three Rivers Healthcare South Campus and Three Rivers Healthcare North Campus (collectively, the Three Rivers Hospitals), (II) owns and operates certain medical office buildings incident to the operation of Three Rivers as specifically identified on Schedule A-4 (the Three Rivers MOBs), and (III) owns and operates other healthcare businesses incident to the operation of Three Rivers as specifically identified on Schedule A-5 (the TRH Other Businesses) (the Acute Care Hospitals, the Three Rivers Hospitals, the MOBs, the Three Rivers MOBs, the Other Businesses and the TRH Other Businesses are referred to in this Agreement collectively as the Hospitals; and the Three Rivers Hospitals, the Three Rivers MOBs and the TRH Other Businesses are referred to in this Agreement collectively as the TRH Businesses).

C. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, substantially all of the assets used in the operation of the Hospitals (other than the TRH Businesses) and THMs capital stock in TRH, for the consideration and upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants contained in this Agreement, and for their mutual reliance, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS; SALE AND TRANSFER OF ASSETS;

CONSIDERATION; CLOSING

1.1 Definitions. In addition to the terms defined in Section 12.10 hereof, the terms listed below are defined elsewhere in this Agreement and, for ease of reference, the section containing the definition of each such term is set forth opposite such term.

1.2 Purchase Price. Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Purchaser to Seller for the purchase of the Assets shall be (a) Five Hundred Fifteen Million Dollars ($515,000,000.00) (the Purchase Price), plus or minus (b) the amount of Net Working Capital (as defined below) on the Closing Date, minus (c) the amount of Sellers capital lease obligations with respect to the Hospitals on the Closing Date, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement, minus (d) the amount of TRHs capital lease obligations with respect to the TRH Businesses on the Closing Date, minus (e) the product of the Usage Percentage and the Sick Pay Amount on the Closing Date (the sum of (a), (b), (c), (d) and (e) being referred to for purposes of this Agreement as the Cash Purchase Price). The payment of the Cash Purchase Price at Closing shall be governed by Section 1.7.

For purposes of this Agreement, Net Working Capital shall be defined as an amount equal to the difference between the (i) current assets of Seller and TRH with respect to the operation of the Hospitals, which for purposes of this calculation shall include only (A) the value of the Prepaids (including prepaids of the TRH Businesses), (B) the value of the Inventory (including inventory items of the TRH Businesses) and (C) other current assets associated with the Hospitals to the extent they have value and do not constitute Excluded Assets, and (ii) the current liabilities of Seller and TRH which are payable to third parties with respect to the operation of the Hospitals, which for purposes of this calculation shall only include (A) Accounts Payable (excluding credit balances of patient accounts receivable to the extent included therein), (B) Accrued Expenses, (C) Accrued Payroll, (D) Accrued Paid Time Off (including, without limitation, CashPlus), and (E) Other Current Liabilities (as such terms are utilized on the Interim Balance Sheet and the Final Balance Sheet); provided, however, the term Net Working Capital shall not include any liabilities arising under the Seller Plans (other than for Accrued Paid Time Off). For purposes of this Agreement, Usage Percentage shall be defined as the percentage set forth on Schedule 1.2-a. For purposes of this Agreement, Sick Pay Amount shall be defined as the amount of the accumulated sick pay and extended sick pay obligations of Seller and/or its affiliates to the Hired Employees.

At least three (3) calendar days but no more than ten (10) calendar days prior to the Closing Date, Seller shall prepare and deliver to Purchaser the latest available unaudited balance sheet (as of the end of a calendar month) of Seller and TRH with respect to the operation of the Hospitals (the Interim Balance Sheet). The Interim Balance Sheet shall include a calculation of Net Working Capital, the amount of Sellers capital lease obligations with respect to the Hospitals, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement, the amount of TRHs capital lease obligations with respect to the TRH Businesses and the Sick Pay Amount. The Interim Balance Sheet shall be attached hereto as Schedule 1.2-b. The amounts set forth in the Interim Balance Sheet shall be subject to adjustment as provided in Sections 1.3 and 1.4 below.

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