HOSPITAL MANAGEMENT AGREEMENT
This Agreement is entered into this 24th day of January, 1997, by and between ANNISTON HMA, INC., an
Alabama corporation ("Manager"), and the TRUST CREATED UNDER THE LAST WILL AND
TESTAMENT OF SUSIE P. STRINGFELLOW (the "Trust") which owns and operates the hospital
located at 301 East 18th Street, Anniston, Alabama, known as Stringfellow Memorial Hospital (the "Hospital").
This Agreement shall commence on the date of execution of this Agreement ("Commencement Date") and shall
terminate, unless sooner terminated pursuant to Section 17, on the thirtieth (30th) anniversary of the date of such
execution (the "Term").
2. RETENTION OF AUTHORITY BY HOSPITAL; REPRESENTATIONS AND WARRANTIES.
(a) Control Retained by Trust. Throughout the Term of this Agreement, the Trust shall retain such authority and
control over the business, policies, operation, and assets of the Hospital that is consistent with the terms of this
Agreement. Manager shall perform the services described in this Agreement in accordance with Hospital policies
and directives as may be promulgated from time to time by the Trust. By entering into this Agreement, the Trust
does not delegate to Manager any of the powers, duties, and responsibilities vested in the Trust by law or by the
Hospital's Medical Staff Bylaws.
(b) Professional Medical Matters. All matters requiring professional medical judgments shall remain the
responsibility of the Hospital's Medical Staff, and Manager shall have no responsibility whatsoever for such
(c) Relationship between Manager and the Trust. The relationship between Manager and the Trust created by
this Agreement is one of principal and agent. The Trust and Manager are not partners, joint venturers, co-
venturers, or independent contractors, and it is agreed that Manager is acting solely as the agent of the Trust in
performing services to be provided by Manager hereunder.
(d) Representations of the Trust. Except as disclosed i